Marvel: Reborn
by aspiringactor
Summary: Origins re-told. Heroes re-imagined. Fates intertwined. Rated M for Violence, Drugs, Profanity and Nudity.
1. Captain America: New Beginnings

**Marvel: Reborn**

**An entire universe re-created. Imagine the possibilities...**

The plane rattled and shook as hundreds of rounds poured up from the ground. Each and every single one trying to bring down the thousands of planes in the air. And the one they where currently in at the moment was no exception. In fact, it could very well have been a special target, given the logo that had been painted on the side, in bright red colours.

They where on the plane of the Howling Commandos. The elite fighting force of the Allied forces. The scourge of Adolf Hitler, and his chief science adviser and close friend Johann Schmitt, known as the Red Skull. Nearly as infamous as Hitler himself, Schmitt had only one goal in life: Total Victory or complete annihilation. He had a fearsome reputation for using his own soldiers as both human shields, and personal bombs to destroy his enemies.

Almost single handedly, Schmitt had nearly won Hitler the war. The only thing that had stood in his path was the Howling Commandos themselves. At first, they had been a secret division in the U.S military, but they quickly evolved and expanded to represent the Allied forces as a whole. With each victory, their numbers and reputation grew, to the point of becoming it's own battalion. And leading the charge was none other than Captain America, the super-soldier.

A legend that rivalled the Commandos and Schmitt in his own right, Steve Rogers was a born soldier and hero. He was the first into a firefight, and the last out of a burning plane. He always made sure that every man that could be saved was, no matter the cost. Armed with his trusty vibranium shield, he was a bunker-clearing force to be reckoned with, even without his tactical know-how, which was unrivalled.

"Two minutes to the drop-zone!" the pilot, Wyatt Wingfoot shouted from up front. Wyatt was a respected pilot within the Commando inner circle. He had, on more than one occasion defied both odds and orders in order to make sure the mission was achieved. A few even believed that he had deliberately sabotaged his career so that he stayed in the pilot's chair, and away from a desk. These rumours where given merit when he blatantly told Captain America '_what good can I do the war effort from a desk? I'll still be flying your asses out of the fire when I got only one arm!'. _That had been right after a mission had left Wyatt missing three fingers and half his nose, and the brass had asked that he become a trainer for new pilots.

"Check your packs!" the sharp voice of Jack Fury, the second in command of the Commandos shouted with a hoarse tone as he got to his feet. Standing at six feet tall, Jack Fury was the second-largest member of the Commando unit, behind the enhanced Super-soldier himself. Heaving a M1 Garand sniper rifle over his shoulder, and with a Colt M1911 on his hip, the Sargent was a sight to behold. All the soldiers in the plane respected the man with absolute loyalty. "Once we get off this beast, there's no going back!" he grunted as he moved towards the side of the plane. With one, simple motion he threw the door open, exposing them to the air. All those inside shot to their feet as they readied for the most dangerous drop of their lives.

Straight into the heart of Schmitt's most feared fortress.

That was where they where headed. Into hell itself. Reports had been coming in from across the globe that Schmitt was onto something big. Something very big, that could possibly change the course of the entire war in his favour. He wouldn't need Hitler anymore, if the British findings where to be believed. And according to the Canadians, he had a new weapon that was powerful enough to level a small country in one blow. Only Captain America's intervention had stopped the allies from deploying something called 'The Manhattan Project' over Schmitt's fortress. As he had put it, it was better to have a concrete backup plan as well as a solid first plan. Which meant that if the Commandos failed to reach their objective in time, they where all doomed.

But, true to his nature, the Captain didn't tell them it like that. He told them it was like any other mission. That they simply had to do what they where to do, and that their efforts would win them the war. And that their objective was simple: Seize Schmitt's weapon, or destroy it at all costs.

If the job was simple, they wouldn't have been sent in.

"Go! Go! Go!" Jack Fury shouted with a hoarse tone, over the mighty explosions that rocked the air around them. Schmitt's forces where certainly putting up one hell of a fight. But the Commandos where going to put up even more of a fight, that was their motto, their creed. They poured out of the side of the plane like bullets out of a rifle, firing off into the night sky. Thousands of soldiers filled the sky, providing ample targets for keen Nazi snipers. Bullets whizzed by as the Commandos plummeted through the air. Their target only visible because of the flash of anti-air guns that lined it's walls.

In the middle of all this chaos, one man remained steady. As he dove down at an alarming rate, Captain America's expression remained steel-like and unwavering. He was the driving force behind the mission, and was going to see it through, even if it was the end of him. He made it to the ground with ease, as did the rest of the spearheading fire-team. They numbered six in total, and where the toughest of the tough.

"Howlet! Parker!" Steve Rogers commanded as they braced themselves against a small dirt mound that afforded them some cover. Some, not complete cover, as was shown by a heavy mortar round blowing a dent in the mound. "Get that radio up and running!" he growled as a plane exploded overhead, creating a sonic boom as fire rained down on the battle field. German machine guns mowed down soldiers who weren't lucky enough to find cover fast enough, staining the field in blood and body parts. The fallen would have to wait, however, until the battle was won.

"Yes sir!" the youngest member of their fire-team, Eric Parker replied with a snap. What he lacked in field experience, he more than made up for it in knowledge of field equipment, and languages. He was fluent in four languages, English, French, Spanish and German. That fact alone made him invaluable to them. The fact that he could also decipher enemy codes that stumped most soldiers was simply unnecessary overkill. Never mind the fact that he was also a crack shot, and a wizard with demolitions.

James Howlet, on the other hand, was a completely different story. Instead of sciences, his speciality was straight-up killing. He was a machine with a firearm, and even better with his hands. Entire rooms had been cleared in seconds by the legendary brawler, who could match Captain America in a fight. Fortunately, he was also excellent at following orders to the letter, and didn't hesitate to follow the young soldier as they set up the radio. Because they both knew very well that if they where unable to communicate with their commanding officers, their success in the mission would mean nothing.

"Commandos!" Steve Rogers shouted as he brought both his Colt firearm and trademark shield to bear, "We've got a one kilometre sprint between us and the nearest cover. Fan out and move from side to side. Don't return fire if it means you have to stop moving. Set up a rally point by the doors. Barnes?" he snapped, turning to the second-youngest member of their platoon as he spoke.

"Yes sir!" the man, who was the only one among them who wore a set of glasses, said as he brought his rifle around.

"You've got the charges. Blow the doors as soon as we reach them," he said firmly, as he prepared himself to run. They all followed suit, waiting for the perfect moment to come. Second ticked by, and finally a large explosion hit the ground several feet away, spewing dirt into the air and giving them a rudimentary smokescreen to use as they sprinted out into the line of fire. Their cover lasted mere seconds, as German bullets soon peppered the ground around them, aiming with little precision. After all, the Nazi way always involved brawn over brains, and numbers over tactics.

Still, their attempts where not without merit, as Commandos did fall from injuries. Heads where blown clean off, and bodies where torn in two as the dwindling elite unit surged across the field with a driven fury. Each fallen brother only served to enrage the soldiers and drive them forward even harder. They where sure to make the Nazi's suffer greatly for every spilled drop of Commando blood. A goal which was not lost when they reached the safety of the wall. Because of the angle, the German soldiers couldn't hit them with their bullets, and grenades where hit-and-miss. "Barnes!" the Captain shouted hoarsely as the young soldier carefully placed a stick of dynamite under the door, "go!"

"Fire in the hole!" Barnes shouted as he pressed the detonator, and the door became a cloud of flying splinters. A grenade was tossed through the cloud by Jack Fury, in order to clear away any waiting Nazi's. Once the dust cleared, they entered, finding mangled bodies strewn across the floor, proving Jack's assumption to be correct. All in all, ten Commandos had made it into the Fortress itself so far. More could be heard outside, trading fire with the entrenched snipers and gunners, holding them off while Captain America's team moved to complete their objective with all haste.

"Go quiet," the Captain said as he held up his fist, and signalled for them to move forwards. Barnes and Fury took up the lead, sweeping their machine guns around corners, looking for enemy soldiers lying in wait. For the first few corners, they where lucky, finding no gun-barrels pointed in their direction. However, that was no the case when it came to one particular corner, which revealed six Nazi soldiers. All of them opened fire as soon as Barnes and Fury rounded the corner. Jack was lucky enough to be able to duck behind cover in time. Barnes was not. His death served as enough to force the Captain out of cover, and mow down the soldiers himself with a series of well-placed head-shots. Their silent movements through the fortress soon turned into hurried footsteps, as they realized that Schmitt's soldiers knew they where inside, and could very well be trying to summon reinforcements.

"Fan out," Captain America whispered as they reached a large passageway. One that seemed like it would be a very good kill-zone unless properly explored. They edged along both sides of the hall, exploring the corners carefully before turning their attention towards the large, Iron doors that towered over them. Steve studied them carefully, looking for a way to use them as cover as they entered the next room. Unfortunately, there was none, as the doors opened the wrong way for them to be used like that. They would have to bust them open and hope for the best. "Ready?" the Captain asked with a nod to his fellow Commandos, who returned the favour. They all hoisted their weapons into ready positions and took in deep breaths. Steve was sure that no matter what, he was going to remember this moment for the rest of his life. Even if his life was going to last only a few more seconds.

With a mighty heave, the doors where forced open, and the elite soldiers poured into the room, sweeping their weapons around, looking for targets. They found none, however. The room was void of any Nazi's. Armed or not. This meant that the Commandos where free to break cover, and explore the room, with caution. Most of their attention was drawn to the centre of the room, however. Because of the peculiarity of the objects in the centre. Six iron hammers surrounded a larger hammer, which was bathed in a halo of bloody light. At the base of the largest hammer, was an inscription. _"Nur Skadi, Herr der Schlangen kann Macht ausüben mich." _None of which Steve understood, as he didn't speak German. Similar inscriptions lay at the bases of the surrounding hammers. But the Super-soldier payed them little attention, as he knew they weren't his objective.

His objective was to find Johann Schmitt and either capture him or kill him. And to stop the supposed doomsday weapon he had at his disposal. "Move out," he ordered, as he pointed towards a second set of doors. From behind which a light was shining, which meant that there were people in the room, and something was happening.

"Sir," Jack Fury said as he braced himself against the wall, "It's been an honour to-"

"Stow that talk, soldier," Steve replied sharply as he checked his ammunition. "We're all going home today. And Schmitt will not-" he stopped as his radio buzzed from his back pocket. He picked it up and clicked it on, "Rogers here." he said clearly, hoping that it was important enough to stall the final stages of the mission by a few seconds.

"_kkscckCaptain! They've got Reinforcements!"_ the panicked sound of Eric Parker shouted through the radio. Steve could hear explosions in the background, as well as the sounds of men dying painful deaths. _"we'll hold them off for as long as we can but-" _the radio transmission was cut short, informing him of a grim fate for those outside. In his heart, Steve wanted to rush outside and help them, but he knew that would be futile. The best option would be to push forward, and stop Schmitt from doing whatever he was planning. Then, Steve might be able to force him to surrender, and therefore save his troops. It was a long-shot, but still better than nothing.

"Go!" Steve shouted hoarsely as he kicked open the door with his foot, and searched for targets. Three armed Nazi's presented themselves, and he shot the first two. Jack Fury shot the third, and a fourth that popped out from nowhere. Three scientists threw themselves against the floor as more Nazi's poured into the room, only to be gunned down by the Commandos, one of whom was shot through the skull by a ricocheting bullet. Someone tossed a grenade, forcing Steve and Jack to roll to one side, while the rest of the Commandos rolled the other way.

"Captain, Captain, Captain," the gleeful voice of Johann Schmitt,, the Red Skull, said as he entered the room. A fire-team of his own elite soldiers, known as Hellfire soldiers, flanked him. They each bore heavy armour and weapons, much more than what Steve and his Commandos had at their disposal. "You never fail to disappoint me. You and your legendary courage...what good does it do those children outside these walls?" He sneered as Steve watched Jack silently pull a grenade out, and signall that he was about to use it.

"Those 'children'" Steve shot back, trying to buy his fellow soldier enough time, "are better men than you could ever _hope _to be," he said, as his eyes flickered past the machine that dominated the centre of the room. It was large, and round. Six large generators surrounded it, providing it with electricity. A large platform stood off to the side, but Steve couldn't fathom at it's purpose.

"That remains to be seen, Captain," Schmitt gloated as he clapped his hands together. "We are at the dawn of a new age, Captain. A world of better men, stronger men. Men who will conquer the world," the madman said as Steve took in a deep breath. "With this machine, we will bring about a new age of gods! Power which we will wield to-"

"Oh shut up!" Jack Fury roared as he leaped from cover, and tossed the grenade towards Schmitt. What happened next was completely unexpected. The grenade rolled towards the machine, and exploded. But, instead of fire and death, there came light. A bright light. At first, Steve thought it was the light at the end of the tunnel, that he was finally being called home by god. That he, and the soldiers under him had fulfilled their part in the Lord's plan. He was ready to welcome that with open arms, but it was not the case.

He could still feel sensations. He could smell the air around him. The scents that bombarded his nostrils changed from those of a deep, dark and dank Nazi base to that of open air. He could hear birds and people all around him. He could hear cars travelling down the street, as the light faded from his eyes, allowing him to see clearly. And what he could see shocked him.

"Outta the way, Jackass!" a voice hollered from the drivers seat of a very large truck. Steve leaped to the side, into a small crowd of people that stood on the side of the street as he tried to get his bearings. He glanced to his left, and saw Jack Fury and another Commando, Dugan, getting to their feet. The expressions on their faces matched his own. They all asked themselves, where on earth where they? Where where the rest of the Commandos? And where was Johann Schmitt? Had they succeeded in their mission?

"Find cover!" Steve commanded, as he sprinted for the nearest building alleyway. He hoped that would provide them with sufficient cover as they planned out their next move. He continued to observe his surroundings, however, and noticed that he was surrounded by Japanese symbols and lettering. _We're in the heart of enemy territory, _he thought as he leaped over a dustbin, _we need to contact the navy. But how?_ He thought as Jack and Dugan followed in his lead.

_**A/N: Well, how was this as a first chapter? Any suggestions for improvement? In the next chapter, we get to see the antics of a certain playboy who won't take no for an answer...**_


	2. Tony Stark: New Beginnings

_**A/N: There are sexual situations and alcohol references in this chapter. (It is about Tony Stark, after all!)**_

"_Oh God!" _The woman cried out as they danced against the walls, spinning in a mad dash, ripping at the others clothing as they did so. She was wearing a black sequin dress with a low-cut 'V' neck. He, on the other hand, was dressed in a casual dress shirt and black pants. Half a glass of red wine was in his left hand, while his right played with the gold door handle to his apartment suite.

Like everything else Anthony Stark owned, it was simply the best that could be bought. He had a fleet of cars at his disposal, each of them vintage, top of the line models that would make any car nut weep. And he didn't even like cars that much. He just wanted them because in his heart, he knew he deserved them. Who else was as good as him? He was the one and only head of Stark Tech incorporated, after all. The largest company in the world was his to control. If he wanted something put on the market, then it went there. And if he didn't like something, then it disappeared mysteriously overnight.

He even dabbled his hand in politics from time to time. Never for himself, but always he pushed and prodded at the right senators in the right places. Leaving generous, charitable donations whenever he felt that could come in handy later on down the road, if he needed some help with the law. Which, according to his sister Janet, who was also his personal secretary, was 'all the time'. _She's just jealous, _he constantly told himself whenever he caught that resentful glare in her eyes from across the table, or when she made a side comment that most passed off as simple sibling rivalry. _That I was left the company, and she wasn't. _He smirked lightly as he opened the door to the suite, and he, along with the woman who's name he couldn't quite remember.

As they tussled on the ground, he tossed back the remainder of his wine, letting the delicious liquid seep down his throat with glee, before turning his attentions to the woman in front of him. He still couldn't remember her name, only that it started with a 'F'. He remembered, however, that she had long white hair, and a thick, sexy British accent. A perfect combination in his mind, even before he had glanced down, towards her well-endowed chest. His hands reached out greedily, unable to stop themselves from grasping their firmness with delight, earning a squeal of pleasure as he did so.

"_Tony..." _she moaned as he undid her dress's zipper, which was located on her toned back. He followed this up by placing a series of kisses down her neck, as he helped her slip off her dress. Never once did he give away his true goal of reaching her ample chest. That was, before he actually reached it. He'd already torn off her bra before planting his mouth over her erect nipple. He began to suck, and earned a second squeal from the woman as they rolled over on the floor, and she wound up on top of him. "Let's get this off," she moaned as she tore at his shirt's buttons. Half of them slipped free, while the other half

snapped and flew around the room. Not that either of them minded, or noticed. They where too enthralled by one another.

"You know..." Tony moaned as the woman pulled his pants down. "This carpet was imported all the way from _Latveria." _he said, in a vain attempt to impress the woman even more. It was a lie, of course. He wasn't sure where the carpet had come from, as his sister handled all the unimportant things like that. He just knew that women loved the idea of him being able to obtain rare items. He had even managed to convince one woman that he was actually the _king _of the foreign country. _She certainly wasn't the brightest woman I've ever had sex with, _he thought as he began alternating between nipples, completely loosing himself in the moment.

A moment which was promptly interrupted by his sister opening the door.

"The company requires your attention, Mr Stark," Janet said calmly as she averted her eyes from the scene playing out before her.

"It can wait until morning," he growled in response. His sister had a habit of interrupting his one-night stands. So much so that he had threatened to fire her the next time she didn't have a solid reason for interrupting him. Secretly, he hoped that she could give him a reason to fire her. But he also knew that he would never be able to oversee the transition to a new secretary by himself. He would require her help in that matter, and he knew that she would never agree to that. No matter the lawyer he got to push her around, like a chess piece.

"No, It can't," Janet replied curtly as she clasped her hands together. "Mr Stark, it's very urgent." He groaned as he got to his feet, and pulled his pants back on. He grabbed his shirt as he made his way towards his sister, who was clearly disturbed by what she saw in front of her.

"What?" he said in a challenging tone of voice as the two of them walked out into the empty hallway.

"You're in a relationship!" she hissed as soon as they where alone.

"That's the beauty of being filthy rich," he snorted as he turned away from his prudish sibling. He had never gotten along well with her when they where children. She was older than him by three years, and had always done better than him in school, up until the ninth grade. That was when he started to overtake her when it came to his marks. They shot up from a mid-sixties to a high nineties in the matter of a few weeks. While hers declined in a similar fashion. Naturally, their legal guardians had been disappointed. What he had failed to tell them was the bit about his hand in it all. He had created a program which hacked the school's electronic filing system, and slowly switch their grades. He was certainly smart enough to do the work on his own, but he felt that it was beneath him. He had more important things to do at the time. Like the entire cheer-leading squad. "Nobody gives a damn."

"I'm sure that _Mrs Danvers _would disagree," Janet replied, coldly letting the name of his strong-standing girlfriend roll off her tongue. She didn't continue to lecture, even though he knew she wanted to very badly. He knew that she wanted to wring him out, and to find some way to wrestle control of the entire company from him. He smiled at the thought of her trying to worm her way around a little federal law he had placed back a few years ago, for just such an occasion.

"What Susan doesn't know," Tony replied sharply, "won't hurt her. Now, what's the urgent business?" He said with a scoff, as he turned back, looking towards the room, where he was sure a night of bliss awaited him. All he had to do was satisfy his needy sister.

"Congress is making a motion to pass a new bill," she said calmly, all trace of her spiteful tone gone. "They're going to force you to drop your prices when it comes to-" He held up a hand to stop her words in their tracks.

"Get William Stryker on the line," Tony said plainly as he patted his hand on his sister's suit-covered shoulder. "Tell him that if he wants funding for his little side-project, then he'll have to make sure the bill doesn't pass. I'm looking for a new Yacht," Tony finished before starting on his way back to the room, and into the waiting arms of the woman who he planned to ravage with every fibre of his being, before making sure he never saw her again.

"That's not all, Mr Stark," Janet said plainly, once more turning his attention away from the door, and the well-endowed woman waiting on the other side. "There's something else. I went and-"

"Get to the point," he growled.

"I ran a background check on the..._lovely _lady with you," Janet continued in a monotone voice, despite his rising frustration, which turned to anger.

"You _what?" _he roared violently as he stared his only remaining flesh and blood down.

"She's a known-" Janet began to continue, but he didn't listen. Instead, he began to make his way back to the room, wanting to start off where he had left with the beautiful woman he had snagged for the night. He pulled the door open roughly, only to reveal a room that had been stripped of all the valuables he possessed, that could be taken by a single person. "-Burglar, sir," Janet continued, her voice suddenly gaining a bit of pride as she spoke. "Her name is Felicia Hardy. But the newspapers call her 'Black Cat.'" Tony wasn't listening to his sister's mocking tone as he balled his fists in anger. He wanted to get even. He needed to get even, somehow.

"Call the police," Tony growled as he gestured towards his sister violently. "Get them here now. I want this woman found!" he ranted as he searched the room for his wallet, worried sick that he'd never be able to find it where he left it. A fear which was quickly realized as he happened across a hand-written note on his bedside table. "_Thanks for the new wardrobe! ~Felicia" _the note read, followed by a series of 'X's and 'O's. He crumpled up the small note as he turned back to face his sister, who's expression remained stoic and unwavering, despite the fact that he was sure that she was congratulating herself on the inside. "Now!" he barked with a wave of his hand, sending her away. It was half an hour before the police arrived on-scene. _lazy bastards _he thought to himself as he paced the length of the room, waiting for the forensic team, who had only been summoned under threat of a lawsuit, to do their work. They swept their tools over every surface, looking for some trace of evidence as he waited patiently by the door. Meanwhile, a police officer pestered him with questions about the woman.

"-and you're sure her hair was white?" the officer, who's last name was apparently Parker, asked for the third time in ten minutes.

"Yes," Tony snapped briskly, annoyed at his man's apparent disbelief. He was sure of the woman's hair colour, and of the fact that he was going to lodge a formal complaint against the police themselves, for this officer's lack of competence. Every minute that they spent pestering him with questions was a minute that the woman could use to get further away.

"And that her name was Felicia?" the man continued in a bored tone of voice.

"Yes, officer," Tony said with clenched fists as he looked over at Janet, who was being interrogated by another officer. A captain, in fact. Though, from his perspective, it looked a lot less like questioning and more like flirting. The way her hips where at an angle, the way that the officer leaned in for the conversation, and the way they both chuckled gave it all away to the master of flirting with women.

"Well don't worry Mr Stark," the officer said with a lighthearted tone. "I've heard about this woman. She's robbed from the best of the best. We'll catch her, eventually," he said as the captain that had been speaking/flirting with his sister approached, and slipped a piece of paper in his pocket while a smile etched at the man's face. "By the way, sir," Officer Parker continued as he pulled out a small notepad. "My nephew's a _big _fan of yours and..." he stuttered slightly, letting the words coming out of his mouth slip up a small fraction, "I was wondering if it would be too much to ask for an autograph? He-" Tony didn't wait for the man to finish, he simply snatched the notepad out of the man's hands and scribbled a rough signature, as he had done thousands of times for screaming fans. It had become a second nature to him, almost like a muscle memory.

"Make sure you find the bitch," Tony grunted as he thrust the note back into the officer's hands roughly. "Will that be all?" he asked the two men, who exchanged brief glances before shaking their heads in a resounding 'no' before turning towards the door. "She'll show you out," Tony said as he pointed towards his sister, who nodded politely. The three of them quickly left the room, leaving Tony to his own devices for a few minutes, which he used to pour himself a drink. The entire experience had tired him greatly, and he was looking forward to a decent night's sleep.

What he was not looking forward to was the business meeting he had in the morning. He was supposed to make a big appearance at one of his company's factories, which was apparently on the verge of an all-out strike from the factory workers. Apparently, they felt that they weren't being paid generously, and where demanding raises, as well as benefits. If he could have his way, he would have them all fired on the spot. Unfortunately, labour laws and Unions stood in his way, preventing him from dealing with the problem in the least expensive way for the company.

"Janet," he said as his sister-re-entered the room.

"Yes, Mr Stark?" his sister replied in her trademark dry tone of voice that grated on his ears.

"Give Susan a call," he said as he took a sip of wine and leaned against the desk. "And make reservations for dinner somewhere nice tomorrow night at-" he began, only for Janet to hold up her hand calmly to interrupt him mid-sentence.

"Unfortunately, Mr Stark," Janet said in a cool tone of voice, "it is Ms Danvers' daughter's birthday tomorrow," she continued as she pulled out a small note from her purse. "Yes. It is," she said as she glanced over the note. "And that she has-"

"So hire her a babysitter," Tony scoffed before taking a second drink. "In fact, tomorrow's your day off, right?" he asked as he nodded towards her. "You do it. I'll pay you your usual rate for a few hours...better make it the whole night, in fact. You don't mind, right Jan?" He said, not asking so much as telling her what was going to happen.

"Yes, sir but-" she began to say, but he cut her off.

"Good," Tony shrugged. "You take the bitch for-"

"Mr Stark!" Janet half-exclaimed as she crossed her arms. "My days off are few and far between. I _happen _to have plans for tomorrow evening that I cannot-"

"Do it or you're fired," Tony said abruptly, with a challenging tone in his voice. He was daring his sister to challenge his authority. Because in his parent's will, it was clearly stated that while he was to inherit the company, she was to always hold a position within it's ranks. It was never specified where she had to work, however. "I can re-locate you to one of our more remote facilities. Alaska, perhaps?"

"Her daughter is seventeen," Janet said as she re-gained her composure. "I highly doubt she will want a babysitter at that age. Let alone-"

"Don't be a babysitter then," Tony replied as he took yet another sip of wine. "be 'cool' or some shit and take her to a fucking strip club or a bar. Point is," He said as he felt his voice begin to slur. "I will not be cock-blocked by some whiny preteen-"

"_Seventeen," _Janet corrected.

"-girl who can't accept that her mother cares more about me than she does her daughter," he concluded with a cocky smile that melted most women's hearts on the spot. They loved him, and he knew it. And he knew how to use that to his advantage, whether it be to sweet-talk a business woman into a deal, or score himself the best seats in the house for a sporting event, or backstage passes. He was Tony Stark, after all, and he deserved the best, as always.

"I'll do my best, sir," Janet said through gritted teeth as Tony felt his head begin to swim. "Wil that be all, Mr Stark?" she asked curtly, with a slight nod.

"that will be all," he replied before he felt himself crash down on the bed. Soon, he was giving even less of a damn about the world than before, as he fell into a deep sleep that would last several hours. When he awoke, it was already mid-morning, and there was a plate of food waiting for him, along with a cup of hot tea, for his raging hangover. A note was attached to the side of the cup, from his sister, which he didn't bother to read. In his mind, if she had something to tell him, then she could do so in person. Not through simple hand-written messages that seemed to be so obsolete in the modern world.

_**A/N: Well, there you have it! Tony Stark now exists in this new universe, as well as several other notable comic-book characters. (See if you can name them all!)**_


	3. Peter Parker: New Beginnings

The movies got it all wrong. There was no way in hell High School could be any kind of musical. Even after four years of it, there was no getting used to everything that was happening. One couldn't just ignore the smell of the marijuana being smoked in the farthest corner of the cafeteria. The same corner which the teachers never approached, not since seeing several students escorted out of the building by armed police officers. Other students where also weary of the students who slunk in that corner, as several of them possessed criminal records. One had even gone to jail for several months, on assault charges after he had stabbed someone three times in the back.

On the opposite end of the spectrum, and the cafeteria, there was the socialites. The elitists. Students who had life laid out for them on a silver platter since the day they where born. Chief among them was Harry Osborne, son of the wealthy industrialist Norman Osborne, a man who was shrouded in complete mystery. Even Harry knew very little about the man, aside from what he learned from the media, his butler, and the few days a month that he saw his father. The rest of the school had only seen the man once, and that was for a business presentation.

Peter Parker had been best friends with Harry for some time, up until the ninth grade. There had been a legendary fallout between the two, which the entire school had been witness to. In order to get a good standing with the other 'elitist' students, Harry had been forced to pull a horrendous prank on a student of their choosing. And they had chosen Peter, Harry's best friend.

What was more, was their idea of a 'prank' was photo-shopping Peter's face onto various bodies, most of which where nude. A half-hour fight had ensued, which had come to blows, forcing teachers to intervene by calling the police. They feared that if Harry was injured, Norman's lawyers would eat them alive, on charges of criminal negligence. And they would have been right, if Peter's Uncle Ben, who happened to be a police officer, hadn't stepped in.

He faced the lawyers down, even when they attempted to intimidate him with sheer numbers. Six months of threats of lawsuits and jail time followed. During which his uncle constantly re-assured him that he was in the right, and that he fully expected Peter to stand up for himself if something like that ever happened again. Even if it meant he would need bailing put of jail.

But it never came to that, as the lawsuits soon turned in favour of the Parker family. Norman Osborne brought in a team of 'top-notch' detectives from another city. He did this to avoid having prejudice, according to what he told the press. But Peter agreed with Uncle Ben when he said that those men where on his personal payroll. However, that never mattered, because of the slew of evidence in Peter's favour. Numerous cell phone videos and personal accounts from several witnesses served only to back them up. Within a few days, the situation changed from the Osborne's suing them for five hundred thousand dollars to the reverse of that. The courts had been quick to approve.

But, in a shocking turn of events, Ben Parker said that he only wanted Peter to receive one fifth of the money. The rest of it was to be split among charity groups, such as homeless shelters and war vet hospitals. His reasoning was that they would never need that kind of money as much as other people in the world would. He only kept the money that he did so that Peter would have enough for a college degree in any field he wished.

And so, time had passed. Peter had traversed the next three years of hell, which was referred to by the teachers as 'School' with little to no incidents with his former best friend. Only occasionally did they run into one another in the hallways, exchanging brief, harsh glances and a few bitter words. But Peter didn't really mind. He managed to get by, and find new friends. Some who stayed, others who left. But the one person who stayed with him, even from before the incident with Harry was Gwen Stacey. She was one of his longest friends. Mainly because her father was also a police officer, along with his Uncle. And also because Peter's Aunt May had also taken to babysitting the young Gwen Stacey after her mother left her father a few months after she was born.

So, essentially, the two of them had grown up together like family. They shared many of the same interests, such as technology and criminology sciences. Gwen was slightly more into the former, while Peter was more into the latter. They both agreed that it would be awesome to become some sort of crime fighting duo. Crime scene investigators by day, and costumed vigilantes by night, just like the famed Superhero duo Captain Marvel and Spider-Woman, who had been active symbols of justice until they mysteriously disappeared eighteen years ago.

"Watch it!" a voice snapped, bringing Peter out of his trip down memory lane, just in time to avoid a stunningly attractive girl with blonde hair with green highlights. In an instant, he remembered her name was Lori, and she had been hanging around the school for as long as he could remember. He had once made the mistake of asking people about her, and they simply shrugged. Some said that she was a senior, while others swore she was a minor. And others thought she had already graduated and that he was going crazy if he even thought about talking with her.

"Sorry," he stammered as he shook his head, reminding himself of where he had been headed. He walked slowly over towards the table at which Gwen Stacey was sitting, beaming at him with a mocking smile. Just like she always did, she beckoned him to have a seat next to her, just so she could rub something in his face in as friendly a way as possible.

"Getting it on with your girlfriend I see," Gwen taunted with a wicked smile as she tossed her hair aside.

"Piss off," he replied as he smacked her across the shoulder.

"You two set a wedding date yet?" Gwen continued as she brushed him off, and they where joined by another of Gwen's friends, Mary-Jane Watson. In contrast to Gwen, Mary-Jane was a natural redhead, not into any kind of science and very confident in her own skin. And had a very nasty habit of coming across as blunt and somewhat insensitive. But only at times. Other times she could be friendly and concerned for the people around her.

"I always thought you two-?" Mary-Jane said as she pointed from Peter to Gwen, making them both smile. "You know...did the do and stuff."

"We tried," Gwen shrugged, and Peter nodded, confirming her story to Mary-Jane. "One night when my dad, his Aunt and Uncle where all out of town," Gwen continued as some of the memories came flowing back to him, as clear as the day they had happened. He remembered how nervous they had both been, so nervous that they had started shaking as they undressed. He had barely been able to put the condom on because his hands where shaking so much. "No magic," Gwen shrugged honestly, as memories of guilt came to the forefront of his mind. The two of them had gone several weeks without talking to each other after they had tried having sex. And in those weeks, he couldn't speak to his Aunt or his Uncle properly without becoming embarrassed and rushing out of the room.

"Oh," Mary-Jane said, almost like she regretted asking in the first place.

"_And Peter," _Gwen said in a shockingly accurate imitation of his Aunt's voice, "don't you dare think about going and trying to have sex with that Lori Eli girl. She's trouble, I tell ya!" All three of them burst out into a quick fit of laughter as soon as she was done, marvelling in the comedy of it.

"Seriously," MJ shrugged with a low whispering tone of voice. "What is up with that girl? I've never seen her anywhere but around the cafeteria. She's not in any of my classes, and I can't find her on the school registry. It's like she doesn't even exist! Her and her older sister!"

"I heard," Gwen replied with an interested tone, "from my dad that her older sister got into some trouble with the cops." Peter leaned in slightly, as he wasn't even aware that this girl even had an older sister. "Some drug- or prostitution-ring or something like that. He didn't go into details. But apparently," Gwen continued as several members of the football team passed them by. "She managed to weasel out of it. Probably offered the judge a blow-job or a shitload of cash or something..."

"Judges aren't like-" Mary-Jane began to say, only for Gwen to cut her off.

"You'd be surprised," Gwen said with an honest shrug. "Back a few years ago, an NYPD/FBI task-force managed to nail Wilson Fisk on drug smuggling. It went to court, and my dad says there was a ton of evidence. But for some reason the entire Jury wound up winning a suspicious amount of money in the lottery. And the Judge walked away with a Porsche. The cops haven't been able to get him since. Though one guy tried," she said as she looked around, somewhat nervously. "He was out for blood, and someone in Fisk's organization hired a hit-man to take out the cop's family." With that happy note, the end of lunch bell rang, signalling that all students had exactly five minutes to get to their next class. Not that it really made a difference to Peter, because he already knew what the teachers where teaching. Whenever partnered with Gwen, some teachers actually admitted that they had the two brightest minds in the school. That they where smarter than some of the faculty, a fact which had been proven two years previously, in a 'Science tournament' which students, a few teachers had entered in teams of two just for fun. The two of them had squashed the competition, to the point of being accused of cheating.

So, he sailed through the class, barely paying attention as the teacher droned on and on about the Roman Colosseum. _You'd think that it would be impossible to make a one-on-one death match with the occasional Lion or tiger thrown into the mix boring, _he thought as he thumbed through his textbook. To his left sat Gwen, who looked like she was doing her best to stay awake. And she seemed to be failing, which he decided to remedy, by pulling his phone out quickly and typing '_If you fall asleep, I fall asleep ;)' _He smirked as he heard the distinct sound of buzzing coming from her phone, and he watched her look down quickly, as neither of them wanted to get caught with their phones out in class. That would be humiliating to say the least. '_his voice is like a black hole that sucks all the good stuff out!' _was the response that hit his phone's screen, coming from Gwen. He looked up, just in time to see her give him a wry smirk, which was enough to get him through the rest of the day.

"Did you hear about what happened to Kurt?" Gwen asked him as they walked home. Peter assumed that she was talking about Kurt Wagner, a boy in their grade, who usually kept to himself. Gwen had tried reaching out to him a few times, but he had rejected her. Aside from that, he knew nothing.

"No," he replied as the two of them turned the corner.

"Turns out he's a mutant," Gwen said, in a semi-surprised tone of voice.

"What?" Peter remarked, in shock. He didn't think it was possible for a mutant to slip under the tight radar that was the school environment so easily. All it would take was one wrong tweet, one wrong text and a rumour would spread around the school like wildfire. And someone being a mutant was rather juicy news. "How did he-?"

"That _Norm _drug," Gwen replied as she slugged him on the shoulder. "Flash went and found a stockpile of it and stole it. It belonged to Kurt, apparently, because he went berserk trying to get it back. And it's no wonder why..." she continued with a slight huff as they stepped on to their street. "I saw the drug's effects wear off myself. He went all furry and spouted a tail before disappearing in a puff of smoke." Peter let out a sigh as he pondered what had been going through Kurt's mind when he had risked going to a public school in the first place, when he was bringing a semi-illegal drug with him. Why not simply go with home-schooling? It seemed like it would be so much safer in that position, in Peter's mind.

"That's a shame," Peter said with a slight shrug as the two of them neared their respective homes, which happened to be several houses apart. This was mainly because both Peter's Uncle and Gwen's father agreed that this neighbourhood was one of the safest in all of New York, due to the lack of murders, drug dealers and mob connections. The worst that the entire neighbourhood had to offer was a few kids who where a little graffiti-happy. But even they weren't that bad. They never portrayed anything that was vulgar or rude, and restrained themselves to sidewalks and power transformers, never someone's personal property.

"Yeah," Gwen replied, "I never got the chance to fuck him." Gwen certainly was flirty when she wanted to be, but she was never that reckless or impulsive. And if she had a crush on someone, he would have known about it long ago.

"Wait," he said as he came to a halt. "What?"

"Kidding!" Gwen chuckled as she threw her head back. "Don't look so jealous. We tried, remember?"

"I remember," he said with a nervous smirk, "I remember feeling all icky afterwards. It was almost like you where my sister or something."

"Tell me about it," Gwen replied, "and I actually have a sister. So it's even weirder. Even though I've never actually seen her in my life." He nodded, not really paying attention to what she was saying, until she was in mid-sentence, when he did a double-take. He was more than aware of the fact that her mother had left her father a little while after Gwen was born, but he had never known that she had a half-sister. And given how the two of them had grown up together, that came as a surprise to him, but he didn't want to push the issue, because he knew that it would come across as rude. They had made a pact several years ago, that they would never press the issue of the others parents, save for Gwen's father, who was the only one in the picture. Gwen agreed out of spite for her mother, who was '_a common, cheating whore'. _And Peter agreed, because he knew next to nothing about his parents, because he had been raised by his Aunt and Uncle since he was six months old. All he knew about them was that they used to work for the government, and that they had disappeared off the face of the earth after dropping him off with his only living relatives.

"Hey," Gwen said as the two of them stopped outside her house, "You watching that special on the spaceship crash?" she asked, nodding in his direction. He had a fairly certain idea that she was talking about a horrible crash that had occurred ten years previously. Upon re-entry, the ship had begun to burn up, and wound up gouging a mile-long scar in the middle of the Texas desert. Two of the four crew members died before they hit the ground, and one more before anyone found them. It had been an international tragedy, with the world doing it's best to give solace to the surviving crew member, who eventually disappeared off the face of the earth.

"Yeah," he replied with a slight shrug, as he watched his Uncle's car pull down the street. "Yeah, I was going to try and watch it. If I can," he continued as he shifted his feet to better maintain his balance. "But I gotta _study _for that history test tomorrow," he mocked with a wry smile, knowing full well that he stood a good chance of acing it no matter how little he studied. "And you should study as well," he smirked before turning away, to face his Uncle, who stepped out of his personal car.

"And how's your day been?" Ben Parker asked with a warm grin across his face. "Did you learn lots? Have any new experiences? Meet any new people? Kiss any pretty girls?" He continued as he wrapped a muscular arms around Peter's shoulder and began to lead him into the house.

"Yes, yes," Peter replied wryly, "and no and no."

"Oh well," Uncle Ben replied with a chuckle. "Nobody's perfect, I guess. And I think you deserve something for trying," he continued as he brought out a folded piece of paper, and handed it to Peter, who accepted it with an open before unfolding it. Instantly, he recognized the scribbled lines as belonging to Tony Stark, the famed inventor, billionaire and all-around ladies man. He also happened to be one of Peter's personal idols.

"How did you-?" Peter stammered.

"Don't tell anyone that I told you," his Uncle smirked, "but he got robbed last night. And he was _so great-full _to us men in blue that he agreed to sign that for you." Peter smiled as he gave his Uncle a hug, thanking him in ways words couldn't express. That was the dynamic of their family's relationship, after all.

_**A/N: Well, more characters have been introduced. (Again, see if you can name them all!) And see if you can guess what comes next!**_


	4. Carol Danvers: New Beginnings

_**A/N: And so continues the saga of 'New Beginnings'. Here, I present to you the one, the (formerly) only, Ms Marvel! (Okay, she's not Ms Marvel yet). And, as always, be sure to have keen eyes for minute details, as even a passing comment or sentence could have future ramifications...**_

Carol Jane Danvers did by no means have a miserable life. She got decent grades in school, better than most, in fact. She was a teacher favourite in most cases. And a lot of people at her school seemed to like her, even if they didn't know her that well. Aside from two or three Ex-boyfriends that where a little to territorial and aggressive when it came to their title, and the one girl that her 'boyfriend' was dating when the two of them hooked up, she couldn't think of any 'arch-enemies' that she had.

And even her life outside of school was good. She held a steady, part-time job at a kiosk in the local mall. Her main job there was to 'look pretty and draw young men over so they can buy stuff.' Something which her boss said she had a natural talent for, and could lead her to maybe operating a kiosk of her own someday. Not that she needed to, really, because her Mother was always offering to hook her up with a job at the _Stark Industries _plant she was the manager of.

Of course, working there would mean working with her own Mother. The person who gave birth to her. The person who raised her. The person who's complete lack of direction had nearly sent her to jail.

It wasn't that Carol _hated _her mother. In fact, it was the opposite. Her mother had left her father while pregnant with Carol, and it had always been justt he two of them against the world. She loved her mother to death, and went to great lengths to do whatever she could for the woman. There had been times when she was to drunk to move, and Carol had brought her breakfast, lunch and supper. She had taken over the duties of cleaning the house for a year, and had arranged an intervention which brought the horrible year to an end. In less than two months, her mother was in and out of a rehab facility, and working a waitress job at a prestigious restaurant in the downtown area.

Which was when things started to get a little bit strained in the mother-daughter relationship.

One night, her mother came home, screaming with joy. She nearly hoisted Carol into the air as she proudly exclaimed how a customer had given her a _huge _tip. One-hundred percent, in fact. Which, on a meal that cost over two hundred dollars, was a lot. It was enough for the rest of the rehab bills to be paid off, and for her mother to take a few days off work, and go live life.

Just one little catch. She spent the entire time with the customer. Who's name happened to be Anthony Stark. In an instant, Carol's mind had begun to race, with two sides of an argument at odds with one another. On one hand, her mother hadn't gone on a date in _years, _and carol had always been pushing her to 'get back out there.' On the other hand, however, she knew just how dangerously the billionaire liked to live, and that his habitual drinking might cause a relapse in her recovery.

In the end, Carol had decided that she would see how things went before saying anything. And in the beginning, things where good. Her Mother seemed genuinely happy, and having the time of her life. Once a week, Tony would take her out to a nice restaurant. Sometimes, he would take Carol as well, though the young girl was more than smart enough to know this was to get into her mother's pants. But, any man would probably have done the same, so that didn't bother Carol as much as she thought it would have.

It was about at about six months of them dating that Carol began to think something might be up. She had been sitting at home, watching the news, when a '_Breaking celebrity story!' _happened. Some paparazzi had managed to snag pictures of Tony Stark exiting a nightclub, with two women who looked closer to Carol's age than they did the billionaire's. And they certainly didn't look anything like her mother, which angered her deeply. She marched right over to his penthouse, fuming with anger, and confronted him.

"What the _hell _do you think you're doing?" she had half-screamed at the man, who held a glass of vodka in in hand.

"Drinking," he shot back, "I'm a grown man. I can do things like-"

"I meant the fact that you're seeing two other women on the side," Carol snapped as she stepped closer to him.

"What your mother doesn't know," Tony shrugged as he pulled out his wallet with one hand, and set down his glass. "Won't hurt her. How much for your silence?" He said as he pulled out a series of bills. To her shame, Carol accepted the bribe, which totalled at five hundred dollars. She wanted so badly to go back and change that fact, but she couldn't. She just walked away, speechless at the fact that he had shut he down so easily.

After weeks of contemplation, she resolved to never be that weak-willed again if she had to confront the man about an indiscretion he committed. But, it seemed as though her solemn vow was in vain, as he simply shoved her off when she next approached him, after he had been seen with an entire volleyball team. And the time after that, when it had been some supermodels. Eventually, she went to her mother, and told her what was going on.

But, to her shock, her mother was well aware of what Tony was doing. And it wasn't as 'behind-her-back' as Carol thought. In fact, she was offering him suggestions, to 'improve his playboy image.' That appalled Carol, who believed in the sanctity of a relationship. And, thus began a long, slow slide towards a cold relationship between the two of them. Though, it was not for lack of trying. They did their best to bond over things, such as music, or television. But it was all fruitless. For every thing that Carol did for her mother, Stark seemed to be able to one-up her in some way. When Carol was given a key to open up the kiosk at the mall, Stark made Susan a manager of one of his facilities. When Carol achieved a goal that she was particularly proud of, Stark managed to but in and announce business deal that made him millions more than he already had.

This continued for a year, right to the present moment. On the one day of the year that Susan Danvers should have been spending with her daughter, she was going out on an impromptu date to the best restaurant in town. And furthermore, she didn't see what was wrong with the situation.

"But-" Carol pleaded as she sat on the bed, watching her mother put on a pair of diamond earrings. An anniversary gift from the king of slime-balls himself. Not that she'd ever say something like that to her mother' face.

"Look, Carol," Her mother said with a warm expression as she turned away from the mirror. "Tony went and made reservations. That cost him a lot of money, and it'd be rude for me to just say no like that," she continued with a slight sigh as she moved towards the opposite end of the bed, where three purses lay. "Which one do you think?" she asked as she picked up two of them, as if she was weighing them.

"I-" Carol half choked.

"Sweetie," Susan said as she set the purses down, and wrapped her arms around Carol's shoulder. "Listen, I know you're upset. And I know you wanted to spend tonight-"

"Then tell _him_ that!" Carol shot back as she wiped her sleeve against her cheek. "Or does he even c-"

"Tony cares," Susan said in a soft tone, as she patted Carol's back. "He cares about us a lot. He's the one who gave me the best job of my life. He's the one who helped pay for this house. We owe him a lot," she finished softly. _He only did that because he wants to use you as a personal blow-up doll! _She fumed internally, doing her best to not show outward signs of anger. Because she didn't do so well with anger. It made her stand out in a crowd, as some people she had met would put it. "-even offered to pay for your tuition, Carol." Carol was more than aware of this, and simply clenched her fingers together to stop herself from saying something anything rude.

"I know," Carol sighed, resigning herself to the fact that she was going to lose here, and there was nothing she could do. No facts that she could pull out of thin air to present to her mother that would make her stay, in order to celebrate her daughter's birthday. "I know," Carol repeated as the doorbell rang, announcing the arrival of her mother's boyfriend. With a heave, Carol got to her feet, and followed her mother out the door and into the hallway. The two of them descended the staircase, before Susan opened the door, revealing two bodies. One, was Tony Stark himself, wearing a sharp suit, complete with a tie. And the other person was Tony's personal assistant/Sister, Janet Stark. And of the two of them, Carol liked Janet _far _more than she did Tony.

"Ah!" Tony grinned as he stepped inside the doorway and wrapped his arms around Susan. Most would have seen this as a loving gesture. But Carol could clearly see him trying to grope her ass. Once more, however, she didn't say anything. She simply bit her tongue and smiled forcefully. Something which went unnoticed by her mother, but not their two guests. "There's my darling!" he squealed as the two of them broke apart their embrace.

"Stop it you!" Susan grinned as she gave him a slight push back. "You'll make me blush!"

"Oh," Tony grinned even wider, "than I guess I'll just find some other pretty lady to give these too!" He said as he pulled a flower arrangement out of one of the bags that Janet was holding. Susan made a quick grab for them, and gave a powerful sniff, as if she wanted to inhale the entire flower.

"You spoil me!" Susan giggled as she set the flowers aside, and planted a swift kiss on Tony's cheek.

"I'll stop if you want," He replied with a giggling tone. "Your table's booked for seven," he said, in a slightly more serious tone. "We should get going," he said with a slight nod, and Susan turned around. "Don't worry, she'll be taken care of. Right Janet?"

"Yes, Mr Stark," Janet replied in a monotone voice, as she cast her eyes downwards. This wasn't the first time that Janet had been told to 'babysit' Carol while her brother took Susan out. It was Susan's request that Carol never be alone late at night in the house. Because one night, when she was younger, Susan's house had been broken into by several men. At first, as Carol had been told, the men simply where going to rob the place. But once they saw the young, eighteen year-old Susan Danvers, they couldn't help themselves.

Luckily, her screams had carried far enough for the Superhero duo of Captain Marvel and Spider-woman to hear, and they had burst into the house. In seconds, the men where unconscious, and the police where on the scene. That had been twenty-five years ago, and it was only seven years before the duo disappeared off the face of the planet.

"Well," Tony said with a smirk as he re-opened the door, "we'll be back around one-ish, okay?"

"Yes, Mr Stark," Janet sighed as she set her bag down, and Susan moved so she could speak with Carol privately.

"Look, honey," Susan said in a soft tone. "I know you wanted us to have some time together tonight. But I promise you," she said as she gave Carol a swift kiss on the forehead, "I'll make it up to you tomorrow night. Okay?"

"I work tomorrow night," Carol replied slowly.

"Then Friday night," he mother said as she patted her shoulder. "Don't stay up to late. And be good," she said as she headed for the door, which Tony had already exited through. A simple sigh escaped her lips as the door closed, leaving Carol alone with the woman dressed in business attire. She eyed the bag that Janet was holding with suspicion, as she saw the wrapped box.

"My brother didn't forget," Janet said simply as she reached inside her bag. "About your birthday, anyways," she said as she produced a large bottle, which was obviously filled with some form of wine. Completely useless to an eighteen-year old in a state which prohibited drinking until twenty-one. "Though there are a few things he _might _have forgotten. Like the law," Janet smirked as she set the bottle down. Carol's expression relaxed somewhat as she heard the car screech out of the driveway, though she still worried about her mother's well-being.

It was herself that she could relax. Because there where things that she couldn't talk with her mother about. Some things that Carol was sure to keep an absolute secret, at all costs.

"I still don't know why you haven't taken over the company," Carol replied as the two of them walked into the living room. "I'm sure that you're more qualified than that _pig_."

"That _pig _happens to be my brother," Janet corrected as she opened her purse.

"Sorry," Carol replied in a quiet tone of voice as she sat down on the couch.

"Don't be," Janet continued as she took a seat on the adjacent chair. "I know how my brother is with people. And he knows that I'd be a much better and more likable CEO than him. Which was why he passed that law a few years back."

"He didn't pass any law," Carol said as she leaned back. "That was congress, not him. He's not-"

"Well, he paid off the right senators to make sure that the law was passed," Janet sighed, with a hint of regret and sorrow, which Carol could understand. They where, after all, in the same boat. "He was adamant that people like us shouldn't be allowed positions of power."

"People like _us," _Carol muttered with contempt. "Like he's much better."

"Well there's nothing we can do about that," Janet sighed as she reached into her purse. Her expression changed, and Carol knew why, as soon as she brought a small, metallic case to bear. It was black, with white lettering on the side, which read '_Norm.' _It was a case that Carol was more than familiar with. She knew that inside was a semi-legal drug. One which was legal to own, but illegal to sell. It served to repress the outward manifestations of Mutations, which came in very handy for the both of them.

"Is-" Carol began, hoping that Janet would give her the answer she wanted.

"A birthday present?" Janet replied with a nod. "No. I would never even think about giving someone something that could kill them as a gift." That was the largest danger of using Norm, death. Normally, when one followed the directions and only took two milligrams a day they where fine. However, some people tried to take it further, out of desperation. They where quick to find out that even three milligrams in a day could be dangerous. And four was enough to kill a person, which was why Carol always double- and triple-checked her measurements. "I might," Janet continued with a nod, "forget this here, however."

"I understand," Carol replied. Their dynamic had been like that for some time, after Carol's mutation manifested itself in the form of being able to project energy from her body. But, one day, she felt her control slipping, and she ran out into the forest as fast as she could, before exploding in all directions like a bomb. Her mother had been working at the time, and Janet had been tasked by Tony with dropping off the anniversary present. Carol had just so happened to be coming back home at the time, with the tattered remains of her clothes.

"But first," Janet said as she cleared her throat, bringing Carol back to the present, "I want to see you control it."

"I-" Carol began, knowing full well that she couldn't do what the woman was asking, and that it was very dangerous. "I can't. I'll-"

"Norm can't prevent large flare-ups," Janet said in a calm tone of voice. "Such as when people get angry, and their bodies process fluids faster than normal. In your case," she continued with a sigh as she set the metal case down. "You could still blow up, if made angry or scared enough. Imagine what would happen if you where in the middle of a crowd, with nowhere to run?" Carol stopped herself for a minute, understanding what she was saying as she inhaled deeply. She reached deep inside herself, concentrating hard as she willed her mutant power of energy control to life. Slowly, she felt a spark building up in her hands, and she opened her eyes. Immediately, she saw a yellowish ball of pure energy floating in her hands, and growing by the minute. She let it grow for several minutes, before she felt that it was reaching a dangerous size, and let it dissipate into the air.

"Satisfied?" Carol said with a dry tone, praying that she wouldn't be asked to do it again.

"I am," Janet replied with a nod. "For now, at least. But I must stress that you need to re-consider my offer to put you in contact with C-"

"No," Carol said, cutting the older woman off. "I won't just leave my mother the way my father did. We're all we have. And-"

"I get it," |Janet said as she raised her hand. "But why not simply tell her the truth?"

"Tell her that I'm a monster?" Carol said with a huff. "I can't do that, either."

_**A/N: Well, how was it? If there's any way that you feel I can improve, tell me! And if you have any suggestions for more origins, do that as well! **_


	5. Lorieli: New Beginnings

_**A/N: Now we take a little Journey into Mystery:**_

The dark shadows acted like a plague. They seeped in all around, threatening to overtake the three souls that stood before them like trees before a hurricane. A hurricane of darkness and death and destruction. That was what was upon them all. Death, and destruction. And they where it's harbingers. They where the horsemen of Apocalypse.

"_Shh..." _The oldest of the three souls cooed as she drew her lips away from the youngest. "Everything will be okay, my love." the soul, who happened to be her sister, Amora, cooed as she drew a long finger down a man's cheek. Lorieli, the second-oldest, simply watched as her sister completed her dominance of the man's soul. Of the two of them, Amora was more skilled in the art of corruption. She could turn a saint into a sinner with a single glance. And she had done just that on several occasions. Over the years, the two of them had cut a swath across several countries, doing as they pleased. Murder, pillaging, starting riots, starting fires, spreading plagues, usurping kings. Amora found a great deal of joy in those things. And Lorieli found joy in pleasing her sister and master.

After all, the laws of men, of humans, did not apply to a Succubus. As Amara constantly reminded her on a daily basis. And Lorieli was not one to question her sister's authority. She was the older of the two, the more experienced, the more powerful and the more driven. It was because of Amora that they had remained alive for as long as they had. Lorieli knew full well that humanity would have found out about them long ago if it weren't for her intervention.

Because of their powers, they had been able to slip around entire countries without being noticed. They only needed to rest for a few hours once a month, unlike humans, who needed to sleep for eight hours a day, on average. They where also able to take the shapes of others with ease, although Lorieli was still learning in that regard. She was unable to transform into mist and shadows like her sister could. But, as Amara put it, that was a very advanced skill. Something only her own master, a sorcerer who Lorieli had never met in her very long life, had been able to teach her how to do. It seemed to be a practical skill, as far as Lorieli was concerned. She had seen Amora use it to sneak up on multiple victims, and ensnare them in her thralls, like the man she currently had at her mercy.

"Now, love," Amora cooed as she continued to caress the man's cheek, staring deep into his eyes as she did so. "I have a job for you. A job which I only trust to a big, strong_ man _such as yourself." Lorieli looked over her shoulder, towards her sister, and let out a sigh as she watched the man's free will slip away. His muscles relaxed and an ethereal glow seeped from his body, and into Amora.

That was their secret. Their source of power. As both of them where succubus, they could steal a person's energy, putting the individual into a coma-like sleep for several days. Doing so increased their powers, which was one reason that Amora was more powerful than Lorieli, because she had been able to absorb more life-energy, granting her greater control over her magical abilities. Abilities which included, but where not limited to: Elemental control, teleportation and the ability to summon the spirits of the dead.

"_Mmnnn" _Amora groaned as she stretched her arms back and let the man's body crash to the floor. "I love the after-glow of a good draining. It feels so _right!" _She said as she got to her feet, and strutted forward, swaying her hips back and forth as she did so. She seemed to revel in the dark green gown she had summoned for herself. It perfectly accentuated her curves, so that she could easily attract any man she wanted to, and even the occasional woman. "It would have been better," she hummed as she continued to saunter over to Lorieli's side, "to have the great and powerful Tony Stark at my disposal." Lorieli shrank back slightly, as she had been assigned the previous night to try and ensnare the billionaire. It was to be her first assignment that she would complete on her own.

She had planned it all out perfectly, assuming the shape of an attractive young woman with long white hair before slipping into the private party. She then put the skills that Amora had taught her to use, and began to eye Tony Stark from across the room. She smirked at him playfully as soon as he made his way to her, introducing herself as 'Felicia', and identity they had both used over the years. Lorieli then proceeded to apply a series of sensual movements, which ranged from batting her eyelashes to rubbing her foot against his leg. The entire process took her less than ten minutes before he was inviting her upstairs for a private drink.

And that was where things went sour. As soon as Stark's assistant showed up, Lorieli knew she was done for, and spirited away with several expensive possessions, which she knew they could sell for money, at least. She had returned to the dark warehouse which the two of them had called home for the past three years, and earned a scream from her sister. A scream which turned into an argument, which Lorieli was sure was about to continue for who knows how long.

"You continue to disappoint me..." Amora said with a sly tone as she came to a complete stop. She placed her hands on her hips as a scolding look crossed her face. "A century of training, of tutelage, and you still fail in a simple task. How disappointing..."

"I did what I deemed best," Lorieli replied as she cast her eyes downward as she prepared herself for what was coming her way. It wasn't a lecturing, or a glare. Instead, it was a flying sheet of metal. Amora had commanded it to fly towards her, and attempt to strike Lorieli on the side of the head. Not that it would be that easy, as she was more than competent in combative arts. Lorieli rolled to the side and stretched out with her power, reaching for a nearby wooden pallet. She felt her magic grab a hold of it, and pulled it towards her body, using it as a shield as the flying metal came around once more. The pallet exploded in a shower of splinters as the metal struck home, giving Lorieli enough time to will the ground to life, and form a concrete barrier in front of her body. It was rudimentary, but sufficient.

"_Good," _Amora chuckled from the other side of the barrier. _"Very good. Excellent use of your surroundings."_ she continued, as Lorieli knew she was plotting a way around her defence. Since Lorieli knew this, she counter-acted Amora's counter-defence by teleporting herself away, to the other side of the warehouse, where a series of metal pipes lay on their side. She raised them into the air, seemingly without alerting her sister, before sending them hurdling forwards like thrown spears. It was at that point that Amora spun around, and turned the pipes into a cloud of dust with a wave of her hand.

In turn, she formed the dust into several sharp spines, which she thrust towards Lorieli at the speed of a bullet. But she was faster, or luckier, as she managed to pull a sheet of metal from the ground and use it as a shield. Six of the spines struck into her shield, while the rest impacted against the wall behind her. An emerald wave struck the metal as a follow-up, disintegrating it and forcing Lorieli to summon a magical shield of her own. The shield was a clear blue colour,

During her many centuries of training under Amora's watchful eyes, she had learned a simple fact: always have a back-up plan. And when it came to life-or-death situations, have more than one. And Lorieli's formation of the shield impacted her ability to plan, as it required one-hundred percent of her attention. Any faltering in her concentration would lead to a world of pain. Even the slight amount it would take for her to will herself a teleportation spell.

"_Focus!" _Amora roared as the emerald wave focused itself into a beam, which pushed against Lorieli's shield. The forces at play where so great, that Lorieli felt herself being pushed back. Her only consolation was that her shield held steady for the moment, as she was backed into a wall. "_My _master would have _destroyed _you long ago. Focus!" she barked as Lorieli built up her hidden strength as she pushed back with all her might. The retaliation was enough to send out a might wave of blue energy, which knocked Amora off her feet and several feet into the air.

Using this distraction, Lorieli touched her hands to the ground, and sent out shock-waves, which rippled the concrete like an incoming tide. She remained unaffected, but her sister wasn't. Amora was tossed about as the waves smashed against her body. Once, twice, three times it happened in quick succession, until Amora came to, and waved her hands in mid-air, coming to a halt. She hovered three feet above the cresting waves, and smiled a wicked smile as she brought a single hand to bear.

"Very inspired," Amora taunted with an uncharacteristic nod, as something slithered across the hard floor. "I did not foresee that one coming. You caught me off-guard, sister," she smiled as something wrapped around Lorieli's arms, legs and neck before dragging her over to the wall. She was pinned instantly by thick industrial wires which where being manipulated by her sister's wrathful mind and hand. "Are we forgetting something!?" Amora bellowed as the wires wrapped themselves tighter across her chest.

"No..." Lorieli replied, as she began to choke.

"No?" Amora growled, seconds before a bolt of green lightning shot out of her hands, and impacted Lorieli's chest. Pain coursed through her entire body before the lightning ceased, leaving a trail of smoke. Although Lorieli and her sister where ageless, they both knew it was possible to kill a succubus. They had managed it once before, as they competed over territory fifty years previously. "Are you _forgetting _our schedule?" Amora bellowed as she re-applied the lightning attack. "In one month's time," she roared vehemently, "our master's puppet will need the army! An army we cannot arm because of your _blundering!_"Amora screamed, which became mixed with Lorieli's shrill cry of pain. _"I. Will. Not. Be. Denied. My. Place. Because. You. Are. Weak!" _With that, the pain stopped, and Lorieli opened her eye, in time to see a receding aura of flames that had pushed her sister back, allowing the wires to drop from around her body. Lorieli, in turn, fell to the floor, still reeling from the pain of her sister's torture.

Not that she thought she didn't deserve it. On the contrary, she did. She had failed to achieve a portion of a plan that they had been planning for over fifty years. Very carefully, they had been making subtle movements behind the scenes. Plotting for the plans of a being Lorieli had never met before. Her sister had only described him as a close ally of her master, before his untimely demise (which Lorieli felt Amora had something to do with). The being, or 'Puppet-Master' as her sister referred to him as, had only one goal in mind. The puppet master wanted everything, complete control over the world's resources. And Amora had been sure to instill the idea in Lorieli's mind that he was more than capable of doing just that.

"I-" Lorieli began to say, as she watched her sister's menacing form.

"_No!" _Amora bellowed, as she let loose a tidal wave of energy, which sent Lorieli flying high into the air. Another bolt of lightning followed before she could crash back down to the floor, writhing in pain. "I'm not through with you yet," Amora cowled as she engulfed her hand in green fire. "Perhaps a more...direct approach is-"

"_Amora." _A male voice shouted as something clicked on the hard floor. This was enough to get her sister's attention off torture, and allowed Lorieli to get back on her feet, even while she still nursed her side. The fall had done more damage than she thought. She was only able to stand on one leg properly, as her sister bowed low. Not out of respect, but mockery of the man's companion. At first glance, Lorieli thought she looked like the very same shape she had taken the previous night. But upon further investigation, she realized this was not true. The woman was taller, reaching six and a half feet. Her hair was also longer, and her body was showing off more developed, yet feminine muscles. She could easily have been mistaken for another succubus, if it wasn't for the way she carried herself.

"You didn't give me any warning," Amora said as she straitened her back and let out a smirk. "Otherwise I would have cleaned out the vermin."

"Then you would not be here," the woman said with a dark glare.

"The company would be _much _better," Amora shot back with malice in her voice, "Cat."

"Amora," the man, who's face was hidden in shadow said as he clicked his walking stick against the pavement. "The Black Cat is under my employment. I will deal with her insubordination myself. I am here to discuss more...pressing matters."

"The initiative," Amora said with a nod as she flexed her fingers.

"The initiative," the man replied with confidence. "Cat, show her the candidates."

"As you wish," the woman, 'Black Cat,' said as she produced a folder, and handed it to Amora. Lorieli managed to pick up the traces of hissed words between the two. Several of which sounded like '_this cat has claws.'_ Which only served to prove the fact that these two did not like each other one bit. Something which Lorieli had already picked up on. She wanted to say something, but didn't as she watched her sister flip through the folder with ease, as if she already knew the information.

"They will do," she said as she closed the folder. "But they will not stop our enemy from breaching the walls. We need a distraction." She wondered who this man was, and why was he able to command her sister like a dog was commanded by it's master. Nobody had ever been able to do that, save for Amora's own teacher, who Lorieli had been told was dead for several centuries.

"And we will have one," the man in the shadows replied sternly. "A plague unlike any before will hit the city. Millions will be-" he was silenced by Black Cat grabbing his shoulder firmly, and spinning him around.

"We had a deal," she growled threateningly. Lorieli watched the two as a smile grew on her sister's lips. Clearly, she wanted the man to order her to attack Black Cat, evn though she had no idea why they hated one another. "No harm was-"

"_I _will keep my end of the deal," the man said in a plain, but stern tone. "If you do. Once my plan succeeds, you will be free of the contract. Free to go back and live your life," he said as he clicked his cane against the hard floor once more. "But I would _hate _to imagine what _could _happen if you fail me. Or if you step _out of line._" This seemed to cow the Black Cat into submission, as she stepped away from the man, with only a trace of defiance in her eyes. "As I was saying," the man in the shadows continued, "our chosen operative will spread his...unique disease across the city. A disease which our dear friend Phillip Coulson and his windup toy soldiers will no doubt be too preoccupied with to even try and stop us." As he finished, a smirk crossed his lips. Lorieli's mind began to swirl as she thought of the possibilities. She had heard of powerful magic users spreading disease like wildfire, but had always assumed that to be pure myth. Even her sister was sceptical about those kind of rumours, saying that it was the magical equivalent of men comparing penis size. They always turned out to be more talk than show. But, from the look on Amora's face, Lorieli understood that this was not the case. Whatever was being planned, was going to happen, and soon. Very soon.

No matter what anyone did about it. Their doom was coming, that was a sure thing.

_**A/N: Well this was certainly...interesting to write, to say the least. To be clear, 'Felicia Hardy' was a complete construction/alias that Lorieli used. **_

_**What do you think the 'Puppet-Master' has planned? How does it involve Phil Coulson, Lorieli, Amora and Black Cat? **_

_**And what did you think of my interpretation of this universe's magic?**_

_**Next chapter, we're heading for a certain school with some special students. Then things will start to get tragic.**_


	6. Wolverine: New Beginnings

**And so the journey continues...**

"Move it _ladies_!" Logan growled viciously towards the mass of students who where runing around the track, seemingly as fast as they could. Some moved much faster than others, while others had trouble keeping up. He blew hard into his whistle, encouraging them to move faster than before, and some of them did. Namely his two favourite students, Jubilation Lee and Samuel Guthrie. They seemed to double their efforts and begin to overlap some of the slowest students.

"I won't take that personally, _Professor_!" Jubilation quipped as she rushed past him, fighting for every inch against Guthrie. He saw that she was using everything she had in her, save for her powers. Even though they would in no way help her run faster, Logan had specifically ordered that no powers be used during physical exercise in his class. In his mind, they all needed to be on even footing for a fair assessment of their abilities. After all, Jubilation was nothing compared to the speedsters who attended the school, but she _worked _her way to the top.

"Watch that mouth Lee," Logan shouted back as a smirk etched at his face, as he remembered the day he had gone to her parent's house to explain what the Xavier institute was. He still remembered the looks on their faces as they opened the door, revealing Logan, who had been wearing a bikers jacket and mud-stained jeans, alongside Ororo Monroe, who wore a plain business suit. Ororo had been his 'supervisor' during his first few years as a member of the Xavier faculty, teaching him everything about his job. Up until a few years ago, when he had 'graduated' and she had left for another assignment that Xavier himself had given her. "_Cannonball_," Logan called out to Sam Guthrie, using the nickname he had been given a long time ago because of his mutant powers. "Cut it out," he said as he noted the young man's feet, which where moving at an incredibly fast rate. Inhumanly fast, in fact.

"Yes sir!" Samuel replied sharply, as he quickly began to lose ground to Jubilation. Soon, the two of them where neck-in-neck as they neared their final lap. With his trained eyes and enhanced senses, Logan watched as the two students pounded their feet against the ground, battling for mere inches of distance. In the end, it was close, very close. It came down to one half of a step, in Jubilation's favour. Those in the class who weren't completely doubled over from breathing problems cheered, and a group of her closest friends gathered around to congratulate her.

"Settle down," Logan said as he approached the small gathering, wanting to disperse them before he lost control, and was unable to continue the class. "Settle down. Those of you who _didn't _cross the finish line first win the consolation prize of thirty jumping jacks. Go!" he snapped, as he blew into his whistle sharply, and the mass of students jumped into formation and started to flail their arms and legs in the air. Meanwhile, Jubilation waltzed over to his side and placed her hand on her hip as she flipped her short, dark black hair, which had pink highlights in it, back, out of her face.

"I could've beat him," Jubilation said as she grabbed her water bottle from where it lay against the wall, and moved to his side. She took a mighty swig of it's contents before continuing, "I had it in me. I just wanted to give him a fighting chance, that's all." Logan smirked at this, because he knew that it was in her nature to always try and make others feel better about themselves. She had been known to deliberately sabotage her marks in other classes so that her friends seemed smarter by comparison, and to throw physical challenges, so that others could win. On one occasion, she had even carried a young man who was paralysed from the waist down across the finish line, even though she had lost the gold medal in the event.

"I know you could have," Logan said as the rest of the students bean to file out of the gym. Some of them muttered a second congratulations to Jubilation, while others swore under their breaths to Logan. He pretended that he didn't hear those ones. "But he was still cheating, _Sparky. _I had to call him out on it." Sparky was a name he sometimes referred to her as when they where alone, after an incident that occurred when they brought her to the Institute for the first time. Her powers, which involved the manipulation of energy particles, activated mid-flight, and nearly caused them to crash.

"Oh I know a power cheater when I see one," Jubilation replied with sarcasm dripping in her voice. "There's this one really creepy professor here who won't stop staring at Dr Grey's firm ass with his crazy-good vision." She gave him a sly wink, which he did not return out of slight embarrassment. He certainly did have a thing for the redheaded doctor, but always refrained from acting on it because of the age difference. She was in her early thirties, and he...well he didn't know how old he was. All he could remember was things from the past twenty years. Except for what he saw in brief flashes whenever he closed his eyes, and those he had etched in his memory.

The flashing of fire all around him. The smell of smoke. Pain, lots of pain. Bright lights over his head. More pain. A woman with a mane of white hair. The crying of a baby. Gunfire. Then pain once more. He looked down at his palms for a second, thinking about the six metal blades housed within his body.

"_Sooraya!"_Logan's mind snapped out of it's funk as he heard a series of shouts coming from the Girl's locker room. A room which he bolted for at top speed, outstripping Jubilation, who was just as quick to hear the screaming as he was. Within seconds, he reached the door, and listened to more pleas for help, which told him something was wrong, very wrong. Wrong enough for him to decide that kicking the door to the locker room open, even though that went against the general, unspoken rule among the faculty that teachers do not enter the locker rooms of the opposite sex. His fears where grounded, as he saw the form of a young woman lying on the ground near the bathroom stalls. Several students where gathered around her, in various states of being dressed. One was even checking her pulse, while another presented him with a needle.

"She...she was-" the girl, Sophia, said nervously as he snatched the needle from her hands, knowing full well what was inside. The infamous _Norm_ drug, which Charles Xavier forbade from being used in the school, except under special circumstances. Those circumstances usually included when a student's powers made them a danger to those around them. Jubilation, who who knelt beside him as he checked Sooraya's pulse, had needed to take the drug for six months, while she trained herself in the proper use and control of her firework powers. However, some students made the drug themselves, as it was apparently easy to get their hands on the ingredients, and used it for more recreational purposes, or because of anxiety over being Mutants. A story had reached Logan's ears about one student who used the drug, and went home to his parents, claiming he was 'cured' of being a mutant. The student had later died from an overdose, according to the news reports that reached his ears.

"Get back!" Logan growled as he scooped the young woman up in his arms, knowing that he couldn't do anything for her here. The best place for her to be was the school's infirmary. Which was where he was headed, as soon as he was out the door. He burst past students as he sprinted down the hall. As he ran, he was joined by Scott Summers, one of his fellow teachers/X-men. He didn't say anything, he only opened the doors for Logan as he continued to run. Within minutes, Logan was able to set the young woman down on a hospital table, as he was joined by Jean Grey and Hank McCoy, the institute's two lead doctors.

"Norm?" McCoy asked with a rushed tone as he grabbed a stethoscope from a nearby table, and placed it against Sooraya's chest. Meanwhile, Jean grabbed a needle and pulled it out of it's packaging. She thrust it into the girl's arm gently, and began to withdraw a sample of blood.

"Norm," Logan replied with a grunt as Jean grabbed a vial of blue liquid from the nearest cupboard. With practised ease, she slid it into Sooraya's arm and injected the liquid. Logan let out a sigh of relief, as he trusted that the liquid would do it's job, even though he had no idea what was. He only knew he could trust Jean and Hank to do their Jobs right.

"Her heart rate is steady," Jean said with a sigh as she looked towards the nearest monitor. Logan followed her gaze, letting his eyes fall on the blinking screen. It showed steady, but very weak vital signs. "We dodged a bullet there," the beautiful redhead sighed with relief.

"I concur," Hank McCoy replied as he moved his blue, fur-covered body to her side. "But she will need to spend the night, at least. I want to-" his voice droned on and on. Words like 'heart rate' 'platelet count' 'hemoglobin' and 'ecoli' flew through his ears, but he barely paid them any attention. He was only concerned about the student in front of him.

"You saved her life, Logan," Jean said as she placed her hand on his shoulder. "I'll make sure to tell her that when she wakes up. And I will tell her parents as well," the beautiful redhead continued as a smirk edged at her lips. "But you'll still have to pay for the damage to the door," she said as she gave him a single blink with her long eyelashes before turning away.

The rest of his day went by without much incident. He made sure to inform his other classes what happened, as he was sure that other faculty members would do. That ate up half an hour, as he went through and explained the intricate details of the drug's negative effects, and how anyone caught using it for non-medical reasons would be punished severely. Most of them seemed to get it, while others simply nodded their heads as their minds where elsewhere.

Before he knew it, Logan was in his quarters, with his head hitting the pillow hard.

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**August 28th, 1945:**

"Fall back! Fall back!" Logan roared over the sound of gunfire. Nazi reinforcements had arrived on the field, and they where making quick work of the scattered Commandos, who had almost no cover, and where quickly running out of time and ammunition. They needed to organize a defence, and quickly, which was exactly what he planned on doing. He fired a bullet into the head of a Nazi sniper, who dared to peer over cover before sprinting out in the open. Behind him, Logan could see several fellow Commandos doing the same. He pushed himself hard, in order to reach the safety of a deep trench.

Though, in their current situation, safe was a relative term.

"Parker, get that radio back up!" He growled towards the young man who had his back through all of this. Logan could see the fear in his eyes as he fiddled around with the delicate instruments, even as mortar shells exploded around them. One came particularly close to home, and the young soldier nearly dropped the entire machine. "We need it now!"

"It's no use, sir!" Eric Parker replied over the roaring gunfire. "It took a nasty hit a few minutes ago. I might be able to repair it back at-" Logan's ears perked up as he heard the whine of a shell approaching. With no time to do anything else, Logan hurled himself over the diminutive soldier, covering him with his own body as he did so. A violent explosion soon followed, one that was far more powerful than Logan could have predicted. It felt like a wave of electricity was washing over his body in waves. His skin began to crawl, and the hair on his neck stood up.

"_Logan!" _a female voice shouted as he snapped his eyes open, and saw that he was in a hospital bed. A young woman, clearly of Japanese descent, was tending to his wounds. He blinked for a second, wondering if he had been caught by the Japs, until he saw a member of the top brass talking with Parker, who had his arm in a sling.

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**Present Day:**

"Logan," a calm, male voice said as his vision started to return. He was still in the infirmary, as far as he could tell. Only this time he was lying on one of the beds. On his left was a small table, with a glass of water and an empty cup, while on his other side a man was smiling warmly at him from his wheelchair. "Welcome back, old friend."

"Unggg.." Logan grunted as he sat upright, the memories in his head still fresh, just like he wanted them to be. He wanted to analyze them further, to see if they could lead him to uncovering more of his past. "What the hell...?"

"You passed out," Xavier said in a plain tone of voice. "For several hours. Out of the blue," he continued as he moved himself closer to the bedside. "You gave Doctor McCoy and Doctor Grey quite a scare," Xavier smirked warmly as he folded his hands across his lap, causing Logan to sigh, knowing this would be a long discussion between them. "What did you see?" the bald telepath asked with a serious tone of voice.

"I..." Logan said as he leaned back in the bed. "I was...I was back in the war. I-"

"Vietnam?" Xavier asked plainly as he leaned in closer.

"No..." Logan replied as he shook his head. "No...no the second world war. In Germany."

"The second world war," Xavier said with a surprised look on his face, which Logan shared. Neither of them expected that he could have lived so long. Logan knew his healing factor made it so he hadn't aged at all in twenty years, but still, it came as a shock to him. "That's impressive Logan. Can you tell me more of what you saw?" he asked. Logan knew full well that Xavier wanted him to recall his memories, as it made Xavier's attempts to delve into his subconscious mind easier. Much easier, which was why Logan was more than willing to comply.

"There..." he began as he let the memory come to the surface once more. "There was...fire. We where in Germany...last days of the war. I was...in the Howling Commandos. Captain America lead us into a battle." He said as he closed his eyes, as Xavier's mental powers unlocked more of the memory for him to see. He remembered Eric Parker, the brilliant young soldier who could speak several languages. "We got separated from the Captain. He went in to complete the mission...we held off Hydra forces." He inhaled deeply as the nurse's last name surfaced in his mind, "I got caught by a mortar shell...woke up. Woman named _Yoshida _was tending to me. Parker and Colonel Williams where talking..." He strained himself, trying to remember more, but there was nothing. Nothing but a blank void where memories should have been. It was not for lack of trying, however.

"Logan," Xavier said in a comforting tone as he placed a hand on his shoulder. "Logan, there's nothing more. Not for today, at least," he said as Logan opened his eyes and sat back up in the bed. He noted Xavier's exasperated expression, which told him that the man had stretched himself to the limit. And when the world's most powerful telepath was stretched to the limit, it meant that there where very few doors left open.

"What now, Chuck?" Logan asked with a sigh. He was at an utter loss, as he kept picturing faces in his head, over and over again. Eric Parker. Captain America. Yoshida. A woman with white hair. The crying baby. Eric Parker. His mind was reeling as he placed his head in his hands. "I...I gotta leave, Chuck," he said with a sigh as he shook his head. He needed his space, he needed to figure out who the people in his head where, before it drove him mad. And this seemed like the best time, as he hadn't had that kind of mental breakthrough in years.

"I figured as much," Xavier said as he pulled away from the bedside. "Take as long as you need, Logan. And don't hesitate to call if you need us. But," he said as he pulled away, revealing the sleeping form of Jubilation Lee, dressed for her morning classes, and with her books piled by her feet. "I would encourage you to at least say goodbye to your favourite student. After all," he said with a wink, "she was the one who found you passed out on your floor, moaning loudly." Logan smiled, knowing that he should have expected something like that, as Jubilation had shown up at his door on more than one occasion. Whether it as because of a question that she had, or general concern for his well-being. On one occasion it had been after a nasty break-up with her long-distance boyfriend, who had suddenly found out she was a mutant and broken things off. Logan fondly remembered offering to 'cut his balls off' if she wanted him to. Of course, she had declined his offer after a brief fit of laughter.

**A/N: Well, that's the last of the new 'main' characters (for now). **

**Next Chapter, we will be re-visiting our favourite 'man out of time' as he his greeted by the twenty-first century in full. **


	7. Captain America: Out of time

"_**War does not determine who is right - only who is left."**_

_**-Bertrand Russel**_

"Outta the fucking way!" A visibly disturbed middle-aged bald man screamed while waving his hand in an obscene way as Steve slipped himself over the hood of his truck. He was followed shortly by Jack Fury and Dugan, who still bore their assault rifles from when they had stormed the Red Skull's compound, while Steve on the other hand, only had his sidearm and three grenades, plus his round vibranium shield. All of which he fully intended to keep at hand, until they figured out where in the world they where at the moment. Inside, he cursed himself for dropping his rifle before trying to reach the Machine that Schmidt had built. It certainly would have proven very useful in the current situation. But instead, he forced himself to not dwell on that fact. Instead, he forced himself to think ahead, about the safety of the two men, and the families depending on him to make them come home in one piece.

The three of them had been running almost non-stop for what felt like hours, but in reality had been twenty minutes. Fortunately, the Super-soldier formula in Steve's body allowed him to keep running at top speed. He hadn't understood the logistics at first, but they had been explained to him by none other than Eric Parker, one of the soldiers under his command. Parker had been one of Doctor Erkstine's prodigies from an early age, specializing in both medical and social sciences. He had later joined up with the armed forces in order to avenge his teacher's life.

"_Your muscles can recover at an extraordinary rate," the young man had told him in the down-time after the battle for the Normandy Beaches. At the time, Parker had been bandaging up a wound that Dugan had received during the bloody, unforgiving onslaught. "The lactic acid that gives us the sensation of tiredness dissolves within micro-seconds in your body, as it is consumed as a fuel source. Becoming tired actually makes you more rested, in a way." _Steve was certainly thankful for that at the moment, as he waved through a sea of multicoloured vehicles with his two fellow Commandos.

"Move it!" another man shouted as he honked his horn loudly. "I'm calling the cops!" the man continued as Steve vaulted over his vehicle with ease. The soldiers needed a place to hole up, he knew that. Because they where in enemy territory, they where at a disadvantage. What they really needed was high ground, somewhere for them to set up a lookout, for enemy soldiers. And that place certainly wasn't street-level Tokyo, or wherever they where.

"Captain!" Jack Fury shouted as he waved his hands towards the space between two buildings. "Over here!" Steve gave his second-in-command an approving nod. He knew that they also needed cover, as much as possible. After all, they could be targeted by keen enemy sharp shooters, like on so many other battlefields. Up until then, he had figured that the soldiers wouldn't shoot, for fear of the risk of hitting civilians. And he didn't want to risk his life on the _possibility_ that he was right, so he dove for the side-street. Dugan followed him closely, covering Steve's six o'clock by sweeping his weapon over the exposed areas, keeping the civilians back.

"We need a plan, sir!" Jack Fury panted as he leaned against the wall. "Not all of us have that miracle juice in us. We can not just keep-"

"Stow that talk, soldier," Steve replied sharply as he stood up straight. "The plan is simple. We find an airbase. Once we do, we break in and we steal one of their cargo jets." He was confident in his ability to fly them out of the country, even while evading enemy anti-air fire, "They should be prepping them for shipment to Italy," he continued as the rest of the plan continued to form in his mind. "Once we land, we head for France. That was Colonel William's last known location. We can-"

"Presuming, of course," Dugan interjected with a sigh, "that Schmidt left France still standing. We all know they would never be able to last through a second offensive like that. They barely lasted through the first one," the rifleman finished, with a tired look in his eyes. One which Steve understood fully. They had been fighting together for a long time, and Steve had never seen the man so exhausted. And who could blame him? The situation was completely unprecedented in his mind. They had been about to capture Schmidt alive, and bring him to justice for his war crimes when they themselves had been captured by one of the Red Skull's contraptions. Then they had found themselves in the middle of Japan, or one of it's islands. Though the fact that the locals spoke fluent English confused him somewhat, though not enough to distract him from his current mission, which was to get out alive.

"Incoming!" Jack shouted as a loud noise filled the air. All three of them spun around and levelled their weapons as two blue-and-white vehicles pulled into view. Something inside them making a horrible screeching sound as they did so. "Take cover!" Jack shouted once more, as he dove behind a large, metal box on wheels. The doors to the two vehicles opened up, and two men in blue uniforms stepped outside each one. Each of the men pulled out a sidearm, and aimed it towards the hunkered down soldiers, who didn't wait for a command. Jack and Dugan sprayed quick bursts of automatic fire, which caused three of the men to duck for cover. Steve, on the other hand, was much more careful with his shots.

He squeezed the trigger three times in rapid succession, and two bullets impacted near the fourth officer's cover. The third shot was completely on-target, and drove home into the man's chest, causing him to fall back, onto the ground. For the briefest of moments, Steve felt a pang of guilt for the man, seeing that he had been shot dead. Did the man have a wife? Did he have a son or a daughter? Was he loved by them all? Would the man's children understand that it had come down to Steve's survival or their father's? Because, after all, they deserved to have their loved one come home in one piece as much as any family of a soldier did. The sound of two bullets whizzing by his head brought Steve back to the present, and he fired off two shots, before being forced to re-load after raising his shield.

In the early days of his service career, Steve had been forced to drop his shield in order to re-load a weapon. But, over time, with practice, he learned how to unload and reload a weapon with ease. Now, he had the entire process down to just a few seconds, which was remarkable, for any soldier.

"_Officer down!"_ One of the men shouted, again in perfect English. _"Officer down!_ _I repeat, Officer Parker is down!_ We need backup-" Steve didn't wait around to hear what their backup was. He knew they needed to get out of there, and fast, which was why he primed one of his grenades, and tossed it, being sure to make the toss low to the ground, so that it wouldn't go anywhere near the civilians who where standing close by. The grenade rolled underneath one of the blue-and-white vehicles before exploding, sending the vehicle into the air by several feet. The distraction proved to be sufficient, giving Steve and his men enough time to get to their feet and sprint in the opposite direction. Steve hung back, and raised his shield, using it to block the shots ringing out from the Japanese soldiers, as he returned fire with his own weapon. As he shot out two rounds, a black vehicle with a much larger rear portion pulled into view, and out dropped six soldiers, each of whom was much more heavily armed than the previous four.

"Into the building!" Steve shouted as he kicked open the nearest door, and beckoned his troops inside.

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"Sir!" Agent Blake said as he entered the small office, addressing the man sitting behind the desk as he did so. "Sir, we've picked up something peculiar on our radio," he continued as he let his hands fall to his side. The man behind the desk smiled as he folded his hands in on one another, and nodded. "NYPD dispatch radio traffic told us about a shooting downtown. Said that there are three men wielding assault weapons running through the streets. They engaged a pair of patrol cars in a firefight in Japan-town," Blake said with utter surety in his voice as he was scrutinized heavily by his commanding officer.

"And this is interesting to us?" the man sitting behind the desk said firmly, with a questioning look in his eyes. One that pierced Agent Blake's stoic exterior, causing him to become slightly nervous. "Shootings happen all the time, Blake," the man behind the desk said with a slight sigh, "why is this one any different?"

"Because, sir," Blake replied as he re-gained his confidence, and tightened his muscles. "The soldiers where wearing witnesses describe as World-War two era gear. And-"

"Did Wilson Fisk's men raid a museum?" the man behind the desk asked.

"No," Agent Blake replied as he shifted his feet, coming to the most peculiar part of this impromptu meeting, "No, sir. They say that...that the soldiers are being led by Captain America. I request that you send-"

"Request approved," the man behind the desk said firmly as he shot to his feet, nearly spilling the coffee that rested on his desk as he did so. "I want boots on the ground. I want us there in less than ten," the man continued as his chest heaved in and out. "We can't let Hydra get their hands on him!" Blake snapped to attention at his commanding officer's words, before turning in his heels and speeding out the door of the office.

He entered a short hallway, which lead into a common area, lined with couches and a small table. On the far side was a small bar, fully stocked. Next to it was a small kitchen, again, fully stocked, as an army couldn't march on an empty stomach. And that was what they where, an Army to stand against those that the world wasn't quite ready for yet. He hurried pas the bar and kitchen, and into the back half of their mobile command centre, where the armoury was located. Six soldiers, four male and two female where standing at the ready, as per his orders. He had wanted them to suit up, because he had had a feeling that his commanding officer would give him the green light, and he wanted them ready in time.

"Stow your gear," Blake said firmly as he grabbed a Kevlar vest and strapped it to his body. "Make ready for a quick drop. Our mission has been approved." He continued as he grabbed himself a firearm, which was located on a gun rack to his left. All around him, his fellow teammates did the same, preparing themselves for a mission.

"Let's hope Hydra doesn't send in _the Cat," _Daniel Rand, the hand-to-hand combat expert on the team muttered as he slipped a ammo belt around his waist. Blake looked up, blinking as his eyes swept over the four long, thin scars that stretched from his left cheek to right temple. He had received those marking after making the mistake of challenging one of Hydra's best operatives in single combat, even after Blake had ordered him not to, because of the operative's brutal fighting style and track record.

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"Cap, we have got to move!" Fury bellowed as something rammed against the steel door, despite the super-soldier's firm grip on it for the last ten minutes. Outside, he could hear the sound of men shouting indistinct words. Some of them sounded harsh, and where directed at the door itself. And still, most of them sounded English, which still nagged at him. Why would Japanese soldiers speak English? Was it all a trick to try and earn his trust? If so, why had they drawn their weapons? Why where they trying to force their way inside? _I will discuss this with Colonel Williams when we get back,_he re-assured himself, seconds before abandoning the door and rushing up the stairwell, with Fury hot on his tail.

"Stay behind me!" Steve shouted as the steel door fell off it's hinges, and six soldiers rushed inside. Fury disobeyed Steve's order, and stayed stationary in order to return fire with his rifle. However, three of the enemy soldiers where carrying large shields, which, while still bulky and heavy-looking, provided them all with enough cover to hide behind. Which they did, and Steve heard the _click _which indicated that Jack was completely out of ammunition. Steve forced himself to turn around completely, as he tossed his shield right in the face of a man peering out from cover. It impacted, snapping the man's head back as Steve launched himself into their ranks, knocking them over in one huge pile.

"Fury!" Steve roared as he grabbed one man by the neck, and drove his fist into his gut. "Go! Now!" he bellowed as he kicked another man back as another went for his gun. That man never got close, as Steve drove his heel into the man's kneecap, snapping it with ease. Two more tried to grapple him from behind, and promptly found themselves being disarmed and thrown into the wall.

"On the ground!" the final officer shouted, as Steve felt the barrel of a gun being pressed against his neck. Acting fast, he spun around, and grabbed the man's wrist. With a single, mighty yank, he managed to pull the weapon out of the soldier's hand, and break the man's wrist at the same time. The soldier fell to the ground, as Steve heard more shouting coming from outside, which told him to get out of there as fast as he could. He stopped only to grab three more rifles, for his men, because he knew they didn't have enough ammunition for another firefight in their current weapons. And from the sounds coming from the other side of the wall, Steve knew that another firefight was coming very soon. So he rushed up the stairwell after grabbing his shield from the ground, towards the open door which Dugan was standing in, holding his weapon aloft and ready for action.

"Inside! Now!" Steve barked harshly, as he pushed the man through the doorway, and closed the door tight. He spun around, looking for anything that could be used to their advantage. It looked like an office building of some sorts, with many wooden desks lying around, seemingly abandoned for some time. Machines where there as well. Six of them where close to the door, and Steve decided that they would make an excellent barricade. So, with his foot, he pushed two of them over to the door, after handing the weapons to Jack and Dugan. Both of whom eyed the rifles suspiciously. "Make a wall with those desks," Steve barked as he pointed towards the desks, before turning towards the large windows on the side. They where tinted, so he knew that snipers would have a hard time seeing through them.

"Captain!" Dugan shouted as he pointed towards the door, as it bulged inwards slightly. It seemed as though the soldiers where trying to get through again, and almost succeeded. In order to ensure their safety, Steve pushed another two of the heavy machines against the doors. That seemed to be enough to force the men on the other side to stop, which was a relief.

"Captain we can not keep going," Jack said with an exhausted sigh as he slumped against the makeshift barricade. "Not like this, Captain. We need to rest. We need food. Drink. A radio," the man continued as he wiped the sweat off his brow. Steve understood where he was coming from. They had begun the operation at four in the morning the previous day. And now it seemed like it was mid-morning. If he didn't have the super-soldier serum running through his body, he would have been right there, beside Fury and Dugan, completely exhausted.

But he couldn't afford that luxury. He needed to be their Captain, their commanding officer in this time of need. So, he remained on his feet, and inspected the makeshift barricade of desks. He was sure that it would hold out against a minor assault, but he had it's doubts about a long, drawn-out battle. Like the one that was ahead. For the first time in his career as Captain America, he considered the possibility of giving up. After all, surrender was not a dishonourable action, and it would help ensure his men's safe return home, in the end. Much more so than risking all their lives in a drawn-out fight to the death, which was coming.

However, the knowledge that some enemy commanders had a habit of killing prisoners of war weighed on his mind heavily. He had seen this personally, after storming several compounds and seeing fellow soldiers, some of whom he had known, with bullet wounds in the back of their skulls. He sighed as he realized that his enemy could not always be trusted to follow the rules of war, like he tried his best to.

"Captain," Dugan said from where he sat, braced against the barricade, holding his rifle at the ready. "Sir, I just wanted to say that-"

"We are all getting out of here alive," Steve replied briskly as he moved to his fellow Commando's side. "That I promise you. Because we have a duty," he continued as he took in a deep breath, " a duty to the families of our fallen brothers. We swore-"

"We swore that it would always be a Commando to tell the family," Dugan cut in as he shifted his shoulders, and Jack Fury checked his grenade count. "I...I volunteer to deliver the news to Parker's wife. He just had a son and-"

"We do not know their fate," Steve said as he put a hand on Dugan's shoulder, in a supporting gesture for his fellow soldier. "Howlett wouldn't let anything happen to them, not if he could save them," Steve continued, trying not to imagine the burnt bodies of his fellow soldiers. He wanted, needed to believe that some of them had made it out alive. Because they where the toughest of the tough. The bravest of the brave. They had a mission, and they would see it through to the end.

_Crash! _Three of the windows shattered as grappling lines shot through them, and embedded on the other side of the wall. Five in total, and they seemed to be coming from an adjacent building. Steve spared a single glance outwards, and saw five figures riding the lines in a rapid descent. So rapid that he only had time to fire off a single shot from his newfound rifle, before being forced to roll to the side, out of the way of a hurdling mass of a soldier. The soldier tucked and rolled, sparing themselves any injury as Steve got back to his feet.

"Hydra wants them all alive," the soldier barked, surprising Steve with the fact that it was a woman. And what a woman she was. Steve was taken aback when she spun around, and drew out two long sticks, which buzzed with some form of electricity. H e eyed her up and down, as he would with any enemy soldier. The first thing that he noticed was that she was just as tall as he was, which was odd, as he was the tallest soldier in his entire unit. The second thing he noticed was that the ends of her gloved fingers where bladed, like a cat's claws. He understood that those would be dangerous in close quarters, and made a mental note to avoid them at all costs.

The third, and final thing that he noticed was her snow-white hair, which reached down to her shoulders. She wasn't old, by any means. In fact, she looked rather young, to be in her early twenties, he figured. He wondered if her hair colour was artificial, in the brief few seconds before she started to swing her two weapons, one of which nearly caught the back of his leg. In response, he swung his shield out in and arc, but the woman ducked underneath it with ease before snapping her leg out. This time, she managed to catch him, forcing him to one knee. But he was quick to recover, and slammed his shield into her side. Or he tried to, at least. Somehow, she anticipated the strike and vaulted over his head.

As the woman sailed overhead, time seemed to slow down, and Steve took note of the small glass vial which was strapped to her neck. He had just enough time to make out the fact that there was a small tooth enclosed within, before the woman's foot came sailing towards his face. He raised his shield, in an attempt to block the blow. It worked, as her foot glanced to the side. However, the woman was once more to fast for him, and grabbed the rim of his shield with her clawed hands. She proceeded to pull, with strength that even Steve had trouble matching. A vicious tug-of-war ensued, as t realized that in this situation, the loss of his shield could mean the loss of his life. Never before had he been so worried for his own life, as he was at the moment. It seemed as though the woman had all the strength that he had, housed within her body. A feat which he did not understand, as he was the only survivor of the Super-soldier program. Unless she was one of Hydra's experiments, in which he figured she would have some form of deformity, such as red skin like Schmidt had.

"We don't want to kill you," the woman said with a strange accent as she kicked him away. The force of the kick sent his shield out of his hands and to the far side of the room. "Come quietly and we will-" she began as Steve charged her head-on, knocking her over as he did so.

"No offence Miss," Steve bellowed as he slammed the woman to the ground, before striking her in the midsection. The blow seemed to hurt his hand more than it should have, evidence that she had something similar to what he had in his bloodstream. And speaking of bloodstream, he felt something sharp dig into his left arm, causing him to look down. He saw the woman retracting her hand rapidly, as she kneed him in the stomach. He guessed that she had tried to stab him with something, like a knife. "But I don't take orders from Hellfire soldiers like yourself," he spat defiantly as a few drops of blood slipped out of his shoulder.

"I'm not Hydra," the woman hissed, almost like he had insulted her in some manner. "they just have me under contract," she continued as she swept her foot low, and Steve backpedalled out of the way, and brought his rifle to bear. He wasn't fast enough, however, as the white-haired woman lashed out with her clawed hand, and struck the left side of the barrel. A follow-up strike with her electric baton hit him in the rib-cage, causing his body to go into spasms as the door burst open, revealing four armed soldiers, who opened fire on the woman and the soldiers under her command. "Next time, maybe," the woman snapped before back-flipping out of the line of fire, and out the window. Her soldiers followed her, but Steve saw Fury bring his weapon around, and fire it into one of their backs, sending the man sprawling on the ground in a pool of blood.

"Get a medical team!" the leader of the four men shouted as he rushed over to the fallen Hydra soldier. The Hydra soldier, as it turned out, was not dead, and drew a knife out, in an attempt to kill the man who was checking his wounds. However, the man in question was to quick for him, and snapped the Hydra soldier's arm.

"Captain!" Dugan shouted as he rose to his feet, pointing his rifle at the four men who had just entered the room.

"Hold your fire!" Steve shouted hoarsely as he rolled back onto his feet, still feeling the effects of the woman's electric baton. He studied the men closely, pondering the idea that they might be allies of some sort. Perhaps they where some sort of resistance against the Hydra regime? They spoke English, which made him think they where allies. But, then again, the woman had also spoke perfect English. His mind began to swirl, as he thought of the possibilities. But, one thing was sure, he wasn't going to be able to fight his way out of there. "We surrender," he said, as he dropped his rifle to the ground. Both Dugan and Fury looked at him tentatively before dropping their own weapons.

"Captain," the first soldier said as he snapped to a sharp salute, "Sargent Daniel Rand at your service. We need to get you and your men back to base," he said as he broke out of the salute, and turned back towards the door. "Head for the roof. We've got our way out," the man finished as Steve fell into step behind him, hoping that he hadn't made a mistake.

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"Your mission was a success?" he asked his prime operative, codename Black Cat.

"It was," the white-haired woman replied as she handed him a small syringe, which contained a sample of blood. The Super-soldier's blood, to be precise. If his calculations where correct, then the blood was the key to their success in the days to come.

"You are dismissed," he said, as he waved Black Cat away. On the other side of the room, one of his chief associates, a man named Miles Warren, stepped out from the side of the wall. He approached, eager to get a closer look at the sample,a wish that the man was more than willing to grant, as he handed him the syringe.

"If I may ask," Warren said bluntly as he examined the syringe closely, "sir. Why keep the Black Cat around? She's not going to be needed anymore once-"

"I require her for one further mission," the man with the cane replied. "And once she has completed her mission, she will be free from her contract. She will be free to do as she wishes, because, frankly, there is nothing she can do to stop us once we have one more piece to this puzzle."

"Sir," Warren interjected, "I believe she knows to much. If she where to go to _say_-"

"There is no one on this planet that stands a chance of stopping us," the man with the cane snapped briskly. "They have a Super-soldier. If the Black Cat joins them, they will have two. But as for us?" he smiled gleefully, "we shall have _thousands. _And no one, even the great Captain America, will stop us." His smile subsided as he returned to earth, away from his glorious dreams of conquest. "But, Doctor Warren," he said as he leaned forward, "the Black Cat's...insubordination will be dealt with," he continued as Warren slipped the syringe into a test tube. "And I also trust that you have a perfect candidate in mind for our test of _In-325?" _

"I do," Warren said plainly.

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"Captain Rogers," a man in a black business suit said as he was escorted towards a large, black plane that was parked in a large hangar. Around the plane, an assortment of twenty people bustled around, performing various tasks. "Sub-director Phil Coulson at your service," the man said as he extended a hand. His words confused Steve somewhat, as he had never heard of a military ranking named 'sub-director' before. It was always 'director', in his mind. "If you'll follow me," Coulson said as he beckoned him forward, into the belly of the plane. Steve cast a single glance back, towards his two fellow Commandos, who gave him re-assuring nods as he walked up the ramp, and into the most bizarre plane he had ever been inside. Unlike the simple cargo and drop ship planes he had been on before, this one seemed to be more like a walking armoury. Weapons lined one side of the belly, while protective gear lined the other. In one corner of the belly, there was even a wooden dummy, not unlike the ones Steve had used while being trained in hand-to-hand combat. Even further in, was a stairway that lead the two of them into a comfortable-looking rest area. And that was where the sub-director stopped.

"Which division do you report to?" Steve asked bluntly. "Navy? Rangers? Air-"

"No," Coulson replied calmly as he folded his hands over one another. "We report directly to the U.N's world security council. Or, more specifically, the Prime Director does. I report to the Prime director, like the other sub-directors do. I oversee operations here on the mainland, along with one or two other teams," he smiled as he walked over to what looked like a science-fiction version of a bar. "Whiskey?" Coulson asked as he grabbed a clear bottle from the shelf, "you might want it before I tell you what I'm about to."

"I will pass," Steve said firmly.

"Your loss," Coulson said as he poured himself a drink. "It's from south Italy. Some of the best I've ever tasted. Anyway," the man continued as he raised the glass, and took a single sip of the contents within. Steve shifted his feet in anticipation. "You're not in Germany anymore, Captain. The war is over. It's been over for some time now. We-"

"Hitler's been killed?" Steve asked, with a confused expression. He had heard about the final attack on Berlin, but figured that the Fuhrer would have been able to hold out for some time.

"He has, Captain," Coulson replied as he set the glass down. " Almost seventy years ago."

"Sev-" Steve began, as his mind began to swirl at the thought. He knew a liar when he saw one, and Coulson was not lying to him. His face remained completely straight and neutral. So the Super-soldier was forced to clutch the nearest object he could for support, in order to avoid falling over. His friends, his family...they where all dead. "Impossible...the battle-"

"Was a success," Coulson said with a comforting tone of voice. "Schmidt's fortress was destroyed in the explosion caused by one of his devices. I assume you had a hand in that?" Steve nodded, remembering the white flash of light that had brought them all into the future, seemingly. "The casualties where high, but not nearly as high as they could have been. Fifty-six Howling Commandos made it out alive, and kept the dream going."

"What?" Steve asked as he looked up, into the man's eyes.

"They continued to serve," Coulson explained slowly. "They grew in numbers once the war ended. They where instrumental in the formation of the U.N, and now...well," Coulson continued as a smirk edged at his features. "Now we're spread worldwide. Some of us serve as liaisons with different governments and agencies, such as the F.B.I, C.I.A, and R.C.M.P. While others are deep undercover, trying to root out what remains of Hydra and other terrorist organizations. We currently have three hundred operatives in the State of New York. Each of them assigned to a small base of operations, like this one. My team goes from base to base, to oversee important operations."

"Then why are you here?" Steve asked as he tried to focus himself.

"Because," Coulson answered, "we've been tracking a particular individual for some time now. We don't know his name, only that he's a high-ranking individual within Hydra. Possibly one of it's leaders. It was his men who tried to kill you."

"They infiltrated the police?" Steve asked.

"No," Coulson replied. "No, those where real police officers." The moisture in Steve's mouth went dry. He had killed an innocent police officer, who had been trying to protect more innocents from what he thought was a danger to the public. On top of everything else he was experiencing, it made him feel sick to the core. "But the woman," Coulson asked, 'can you describe her?" Steve nodded as he blinked his eyes.

"She was tall," he said with a sigh, "as tall as I am. She was unusually strong, and had snow-white hair." Coulson's expression changed to a more relaxed state, as if he had a huge load taken off his shoulders.

"The Black Cat," Coulson sighed as he took another sip of whiskey. "Hydra's number one field agent. We've...come across her before." He continued as he sat down next to Steve, and set his hands on his knees. "After the war," Coulson explained, "the Commandos, along with the entire U.N, wanted to create new super-soldiers, in case we where ever faced with someone like the Red Skull again. So, top minds examined Dr Erkstine's work, and improved upon it. They produced ten soldiers. One went completely insane, while the other nine where specimens of perfection. They where stronger and faster than any soldier. Their brains where enhanced, to the point of gaining the ability to mimic the fighting styles of others, which the scientists called 'photographic reflexes.' They also where able to heal at an extraordinary rate, faster than any could have predicted. Mortal wounds would be closed within seconds."

"And where are they now?" Steve asked, doing his best to get his mind off the fact that he had killed a police officer.

"Twenty-five years ago," Coulson said with a heavy sigh, "Hydra attacked the base from within. They managed to steal the last sample of the improved serum. As well as kill off everyone inside the base. They made off with the serum, and a few years later, she started showing up around the world, Hydra's own Super-soldier." Steve continued to shudder, as the thoughts of Hydra owning a super-soldier mixed with his feelings of guilt and the knowledge that almost everyone he had ever known was dead. Dead for seventy years. Where did he have to go in life?

The answer to that was simple, very simple. It came to him as a realization that his family lived on, both in himself and in the organization they had built. He concluded that the best way to honour their memory was to serve in the name of righteousness. He would take a place on Coulson's team, and perhaps he would get a chance to destroy Hydra, once and for all. He would complete the mission that the Commandos had started, and bring peace to the world as best he could. It was his duty. After all, he was Captain America, the world's answer to monsters like Hitler and Red Skull.

_**A/N: And so, the mystery deepens & the action and tension grow. **_

_**Have any questions or comments? Leave them in a review!**_


	8. Peter Parker: The Journey Begins

_**We only part to meet again ~John Gay**_

"Benjamin Parker was..." Captain Stacey began to say to the assembled crowd of people, all of whom had come to say their final farewell to Uncle Ben. Most of them, Peter didn't recognize, either from being members of Aunt May's side of the family, or from the police force. Over sixty people had shown up, which was an impressive number, in his humble opinion. Most of them where fellow officers in full dress, and members of their families. A few rows back, he had spotted Melissa Kallenback, a girl he went to school with who was also the daughter of a police officer. She had been one of the first people outside of his social circle to give him their condolences. He had later found out that her father had been one of the officers to respond on-scene, and had managed to escape with a bullet in his shoulder. _Not everyone was so lucky, where they? _He hissed internally as he clenched his fists, remembering them moment that his entire world had been shattered.

It had been the middle of lunch break. Peter was sitting with Gwen, talking about the upcoming grand opening for _StarkLabs. _They both wanted to go, but knew full well that they'd never be able to afford a single ticket, even if they pooled their money together. Gwen had suggested that they make fake I.D's from the Daily Bugle, a local newspaper which was sending several reporters. Most of whom, Peter assumed, would know nothing about the significance of the event. That fact alone made the idea all the more painful, because the two of them had been following work of the lead scientists, a couple of Bio-chemists named Doctor Micheal Morbious and Doctor Curtis Connors, for several years.  
Mary-Jane passed them by, stopping to only exchange a few words with Gwen before the entire room stood still. Peter's eyes had followed everyone's gazes as they watched two police officers enter the room. Both of whom looked very tired, and had grim expressions on their faces. Expressions which Peter knew where never a good thing. He glanced over at Gwen, who looked relieved to see her father. She got up, and hugged him, which was what alerted Peter to the issue at hand. He didn't want to believe it at first. He couldn't believe it. He had just spoken to his uncle earlier in the morning. Death was something people got a chance to prepare for.

He never got that chance. He never got the chance to steady himself for what was going to happen in the end. Instead, it was all let out at one moment. A wave of blonde hair had swept over his vision as he had done his best to remain standing. That had been five days ago, and he still wasn't sure he was completely alright. He blinked as he looked back towards the Captain, who was continuing his speech. Something about their days at the academy, was all that Peter heard or cared about. Instead, he found himself being drawn towards a single figure standing at the top of a nearby hill, watching over them.

Peter didn't know if the person was simply watching them, waiting to visit the casket, or waiting to visit another marker nearby. He simply thanked the individual for their consideration and sunk his shoulders low. Beside him, his Aunt sat, constantly wiping tears from her eyes with a handkerchief. He didn't bother trying to console her, because he didn't know how much good that would do at the moment. After all, they had never been that close before Uncle Ben had died, and now it seemed as though they where more apart than ever.

"-lives on in all of us," Captain Stacey finished with a sigh as he signalled to the honour guard. In unison, they all snapped to attention as the mourners rose to their feet. Shots began to ring out in unison, each of them sounding like a nail in the coffin. The final heartbeat of a spirit laid to rest. The footsteps of a coming doom that could not be escaped by any person. A wave of silence crashed over them all as they each bowed their heads one final time, before slowly ambling off, until only Peter remained behind. He found himself rooted on the spot, unable to move forward or backwards. He couldn't move, or speak. He wanted to cry, but his tears had long since been expended. So he was left with making simple choking sounds that sounded like a dying animal.

There was so much that he regretted at that moment. Why hadn't he taken the time to say 'goodbye' properly? Why did he have to simply wave his hand and mutter 'yeah, yeah, yeah' on his way out the door? He should have realized just how dangerous Uncle Ben's job was, and taken the time to speak with him at least. But what was there to say? Would they have talked about? the weather? Sports? Local news? There was so much but yet so little for them to have discussed. All he had to do was pick something and do it.

"Peter?" A soft, familiar voice asked from behind, causing him to turn around. There, he saw Gwen Stacey waiting for him near an open car door. She was wearing a simple black dress with long black gloves. Her hair was tied back in a bun, and she was staring at him with condolence in her eyes. "Peter, you coming?" She asked, as she looked back towards her father, who was in the drivers seat of the car.

"Why?" he asked as he kicked his feet against the dirt. "Does it really make a difference?" He continued as he spun himself around, looking towards the sky.

"What do you mean?" Gwen asked as she approached him, resting her hand on his shoulder.

"Does it make a difference?" he repeated as he stared her down, giving a long sigh as he did so. "I mean, If I went and jumped off a cliff right now, what difference would it make?" he looked once more towards the hillside, where the lone figure was still standing, as a solitary watcher. He wondered what was going through that person's mind at that moment. Where they questioning themselves? Where they wondering why there where two young adults waiting outside a car? There where so many possibilities that it boggled his mind.

"The first thing that would happen," Gwen said as she gripped his shoulders in a loving, but serious manner. It was the kind of gesture that she always gave him, but to an extreme. It spoke tones that weren't vocal in any way, shape or form. "Is that I would be tempted to join you. And then my father would join me. And then someone would follow him. And that person would be followed by someone they love. Suicide is not the answer, Peter."

"Gwen, but I-" he began.

"No," she said, silencing him effectively by placing her hand over his mouth. "No, Peter, I'm still talking to you. If my father had died, and I decided to go jump off a bridge, would you follow me?" she asked, with the most serious expression in her eyes. He was in shock, and didn't know how to properly respond to her words.

"I-" he tried to say, not wanting to imagine a world without her as well.

"Well let me tell you something," Gwen said as she wrapped her arm around his shoulder. "I wouldn't want you to," she said as he noticed that she had begun to lead him towards the car, ever so subtly. He knew that he should be resisting, but refrained from it. Gwen was his friend, and he knew that she always had his best interests in mind. It had been that way for a very long time now, and was even more pronounced in the past week. "I would want you to get up every morning and start a new day. I would want you to go out into the world and experience life to it's fullest. Maybe you'd eventually find a replacement for me out there and-"

"I can't replace you," Peter said as he stopped her in her tracks. "Gwen-"

"Well you'd have to," Gwen remarked softly with a sigh. "And you'll eventually find a replacement for your Uncle. And for your father. And for your mother. I know," she continued as she batted her eyes. "My dad's gone through a lot of women, looking for the next Mrs Stacey. And none of them have fit properly. But the way I see it is that he's getting closer to finding the right one out there somehow. And so will you. Maybe it'll be tomorrow. Or next week. Or three years from now," Gwen said as she opened the car door. "But it'll come. Eventually."

xxxxxxxxxxxxxx

Steve Rogers waited at the top of the hill. He watched the ceremony in it's entirety. He watched as the motorcade arrived, with a missing man formation. And he watched as each and every mourner paid proper respects to the deceased officer. He wanted to join them, but refrained from doing so for two reasons. Officially, he wasn't alive yet. Phil Coulson had told him that there would be a proper reveal ceremony, after an official cover story had been made. After all, they couldn't say that Captain America had shot a police officer.  
Not that he necessarily agreed with that sentiment. He always believed that the news should report the truth, and nothing more. That it would be a disrespect to the deceased officer to cover his death with a lie. As it was, the man's official death would be in a shootout during a drug war. It was all being arranged with the officer's captain.

But in his heart, Steve knew that there might not be any peace for the family of the deceased. It nearly killed him inside as he watched a young man linger for a while, after everyone had left. He had come very close to stepping down, off the hill and giving the young man some solace. The only thing that stopped him was the sight of a young woman of the same age, more or less, doing just that.

So much pain, caused by one simple action. It baffled him as he watched the last car leave. As soon as he felt that he would be alone, he approached the casket. It was beautiful, in his mind. Very fitting for a hero. The white and red roses added a nice touch, set against the black void of the wood. He ran his hand along the surface, marvelling in how smooth it was, before glancing towards the headstone. His heart skipped a beat as he saw the name etched across, in bold lettering.

Benjamin Eric Parker

Beloved Husband,

Son,

Brother,

Hero.

At first, it was as if he had seen a ghost. Over the past few days, he, along with Jack Fury and Dugan, had been looking up the names of their fellow servicemen. Those who survived, it seemed, had gone on to live happy lives, even as they continued the dream. Most had started families of their own. They had children. Grew old. And eventually died. The only two that they had been unable to uncover any information on where Eric Parker and James Howlet. All information on their whereabouts had been lost in a violent fire some twenty-five years ago, before the supposed 'age of computers'. The only thing that they knew was that Eric had born a daughter. Nothing more than that. No name, no address, no marriage certificate. There wasn't even a marked grave, because they had never found his body. He had died in a violent firefight with Hydra terrorists, on the night that the other super-soldiers had perished. So, instead, they imagined their own version. They pictured that he had gone out in a blaze of glory, holding off Hellfire soldiers, just like in the old days.  
There where worse possibilities.

"I'm sorry," Steve said as he rested his hand against the granite marker. "I'm so sorry. I-"

"The dead can't hear us," a woman's voice said, causing him to turn around. What he saw was a young woman, no older than twenty years old, by the sound of her voice. She was dressed from head to foot in black. A veil hung over her face, obscuring it from view. She carried herself well, and held a rose in one hand, and a small purse in the other.

"Neither can the deaf," Steve reasoned. "But we still speak to them."

"The deaf can read lips," the woman replied as she laid the rose against the casket. "the dead cannot. I would know."

"Did you know the man?" Steve asked quietly.

"I did," the woman replied, as a black van pulled up nearby.

"Well?" Steve asked, tentatively.

"Very well," she replied as Phil Coulson stepped out of the van, and motioned for him to come forwards. Steve did as he was ordered, only pausing halfway to the van, in order to look back towards the woman. Unfortunately, she seemed to have vanished completely into thin air. He let out a sigh as he returned his thoughts towards Coulson, who he was sure wanted to discuss his imminent 'return from the dead' event. Not that Steve cared, he just wanted to serve his country in the best way possible.

xxxxxxxxxxxxx

"How's he holding up?" Her father asked as soon as they where relatively alone in the small hallway. They where in the Parker's house, for a quiet supper with some close friends and family of Ben Parker. Though Gwen go the feeling that some people there just wanted the food, while others, particularly her best friend in the world, only wanted to be alone.

"As well as you'd think," Gwen replied with a sigh, as she looked towards Peter, who was hanging his head low. "I'm doing my best to distract him, but-"

"He doesn't want to be distracted," her father sighed as he clenched his eyebrows, obviously frustrated with something. "He wants to sit and mope about it."

"He _is _moping about it," Gwen corrected as she crossed her arms in front of her body. "He's shut-in. He hasn't been going to school for the past few days. I don't think he's missed that much since he broke his knee, and it had to be operated on." She continued, as a relative of Peter's Aunt passed them by, muttering to herself. "The best I was able to do was take him to the movies the other day. And even then-"

"I get it," her father replied with a wave of his hand. "He needs something big to take his mind off things," she watched as the man pondered himself for a second before continuing. "I remember him saying something about a _Starklabs _grand opening. Would-"

"Dad," Gwen interjected, knowing where he was about to go with his words, and wanting to stop him right there. "I doubt you'd be able to afford a single ticket if you sold the house. _Maybe _if you sold the house and your body to science. And that's a big maybe. I think that-" she tried to say, but he cut her off.

"Let me worry about tickets," he said calmly, as he placed a hand on her shoulder. "I know someone high up in the company. I want you to just focus on him, okay?" he asked, as he turned her around, and helped her into the room, where the table was being set for a quiet dinner. And it was very quiet. Hardly anyone spoke, save for an occasional 'can you pass this' or 'thank you'. Underneath the table, however, Gwen made sure to squeeze Peter's hand, as he looked over at the empty seat that his Uncle used to fill, at the head of the table. Eventually, the conversation picked up, and moved to less depressing subjects. Some of which where aimed in Peter's direction. And on the surface, he seemed to be engaged in the conversation. However, Gwen was very quick to see through his facade, enough to know that he was faking it, and every question was just testing his nerves further and further.  
It got to the point where she could see him gritting his teeth, and clenching his hand into a fist. So, She decided to be somewhat proactive about it, and quietly gestured towards him to follow her into the hall, and up the stairs. They did just that, despite the snorting coming from the other end of the table. Once they where successfully alone, she turned towards him, and planted her hands on her hips.

"Talk." she stated simply, with an unrelenting glare as she pushed him onto the bed.

xxxxxxxxxxxx

George Stacey was not a man who was easily angered. You could ask anybody, and they would tell you that fact. People had run into his car before, and they would share a beer the next day. You could make a rookie mistake, and he'd be laughing about it in an hour. You could spill his coffee on his favourite shirt, and he'd forgive you, once you got him a new coffee and replaced his shirt.

What you could not do was expect you tell help the man who shot one of his best friends, even if it was inadvertently, without any questions asked.

Which was what Phil Coulson, the local Sub-director for the 'Howling Commandos' was trying to do at the moment. A well-spoken and unassuming man, Phil Coulson was not the type George usually disagreed with. He was very pleasant about his request, and seemed to be going through all the proper channels and regulations that their respective departments had set up. That was, when it came to the request itself. When it was concerning the death of a great man, Coulson seemed to be more than happy to say it was a 'tragic' gang war. And what was worse, was that George's superiors agreed with him. Though, that was only _after _they where promised a trade-off of a known criminal's take-down. The NYPD would be given full Coulson's agents accomplished, in return for their silence. "Have all the arrangements been made?" Coulson asked in a calm manner. One which made one of his flanking agents, a man who was completely bald, with four scars across his face, roll his eyes.

"They have," George replied with a slight snort as he got to his feet. "The northeast corner of Times square will be sealed off. A theatrical crew has been hired, and paid well for their silence. I assume-"

"Your department will be fully compensated for it's efforts," Coulson said with a wave of his hand. "We will be giving you everything we have on the Kingpin's connections to Hydra, as well as several middle-eastern terrorist organizations that they fund. Namely the Ten Rings." George let out a hard sigh as he circled around his desk. He contemplated telling the man off for completely disregarding the arrangements for the funeral, which he felt that should be covered by the Howling Commandos. But, he refrained from doing so, as he wouldn't want to risk losing the Kingpin information, which he knew that was desperately needed. "Is something wrong, Captain Stacey?" Coulson asked politely. After a brief pause, the man's face relaxed, as he seemed to come to some sort of conclusion. "He was your friend, wasn't he?"

"He was," George replied. "I still don't like the idea of-"

"How do you think the country would react if they knew what really happened?" Coulson said with a plain tone of voice.

"I know how they'd react," George said with a nod. "However, that's not going to change the fact that he doesn't deserve his memory to be a lie. He deserves to have the truth out there, if for no one but his wife and nephew."

"I never saw a nep-" the scarred man began to say, only to be cut off with a wave of his hand.

"There is nothing more to say in the matter," Phil said sharply, before leading his man out the door, seemingly reprimanding the agent as he did so. George had a feeling that the man would be receiving a pay cut, or a distasteful shift for attempted insubordination. Not that he really had the time to care, as he checked his watch, and noticed that it was nearly time for him to go out, and have lunch with Tony Stark's secretary, who he had managed to squeeze a phone number out of after her boss/brother had been robbed. They had been meeting twice a week for the past month, and he found himself enjoying those lunch dates greatly. Although, today he knew the subject would be somewhat grim, as he planned to ask about gaining access to the grand opening of a new laboratory, for Peter's sake.

_**A/N: well, how was that? Who do you think the 'woman in the veil' is? **_

_**xxx**_

_**JC: The Hellfire club, in this universe, will be the rulers of Hydra. There are kings and queens for each group. The knights will be their trusted lieutenants. **_


	9. Wolverine: The past returns

_**A/N: This chapter does contain brief racial slurs**_

He sighed to himself as he shut down the controls to the jet, after landing in a clearing. He turned his seat around, and pulled a survival kit from the side of the plane. He had left the institute in a hurry, and only had enough time to gather the essentials.

He exited down the ramp, and headed towards a treeline. He swept aside a bush thicket, which gave him ample view of a clearing, in which he could see the remains of several military-style buildings. After waking from his miniature coma, he had begun to do research on the name he had heard in the memory.'Williams' was a top-brass member of the Howling Commandos, who had operated out of 'Camp Hammond' while on American soil, until they had disappeared overnight. All they had left behind was the base itself, and Logan hoped to find at least some answers there.

He had so far been unable to find anyone associated with the base named '_Yoshida_'. He hoped that the mystery behind who she was would be revealed. But he knew the chances of that where very slim, almost non-existent. But still, he held out some hope, even as he crept out from cover. Slowly, but surely, he began to make his way towards the centre of the square, where the parades would have been held for all to see.

He stopped as he felt his foot brush up against smooth stone, much smoother than what should have been there. So, he knelt down to investigate further. Even though it was still pitch-black outside, he could make out faint letters by the moonlight. He could see a round, blue shield surrounded by stars and words. Many of which where in different languages, which he couldn't read. But, luckily, he managed to find English fairly easily.

Long Live the Dream

Those words he remembered. That was the creed of the Howling Commandos, a division which he now remembered being a part of during the second world war. He had gone on a number of very dangerous missions with them after joining, and usually revelled in the most suicidal.

_xxx_

"Logan, we've gotta go!" A woman shouted over the wine of incoming enemy fire. He charged through the smoke, towards her voice as the entire building began to shake. The lights began to flicker, as Logan noted a small fire to their left. He knew in an instant that they had to get out of there, and fast. "Left!" the woman shouted, as Logan noticed the small bundle of cloth in her arms, as they raced down the hallway. Two officers sprinted in the other direction, hefting heavy weapons over their shoulders.

"Where's-" Logan began to say as they exited through the smoke.

"Getting us our ride out of here!" The woman replied, as something cracked above them. Both he, and the woman had just enough time to contemplate the fact that the ceiling was collapsing before they managed to hunker down. Pieces of timber and brick hit every exposed inch of their bodies. Luckily, the woman hunched over the bundle, shielding it with her body as debris struck all around her. The shrieks that came from the bundle where enough to tell him that she was holding a baby in her arms.

"Mama's here," the woman cooed softly to the baby, "mama's here baby boy. Shh... don't cry." The woman did her best, that just wasn't enough, however. Three soldiers turned around the bend and pointed their rifles.

"Well well well," one of them began to say in a thick German accent as he pointed his gun at the woman. "What do we have hear? A little-" Logan didn't wait to hear what the man was going to say, as he unsheathed all six claws, and stabbed two of them in the chest, before wheeling around to face the leader. However, there was no need, as he had already been kicked into a wall by the female super-soldier's powerful legs.

"Don't point a gun at my baby," the woman hissed towards the lifeless Hydra goons before the two of them sprinted around the corner. Already, they could see the exit, which was guarded by two men with rifles. They made brief motions to stop both Logan and the woman, but he would have none of that. He simply mowed them down with his claws before kicking the door open. This allowed them to sprint out into the open, which seemed to be a huge mistake.

Gunfire peppered the ground around them, and Logan grabbed the woman, and her child, and threw them behind a brick wall, before being showered with bullets. It was painful, extremely painful. But he managed to live through it thanks to his healing factor. The only real concern was the missing portion of his left shoulder, but that grew back in the span of a few seconds.

_xxx_

"No!" he shouted as he snapped his eyes open, doing his best to will the memory back to the forefront of his mind. He spun around, finding that he was no longer in the clearing. Instead, he was inside one of the buildings. Or, at least what was left of one of them. To his left, there was his survival kit, along with two more. And on his right, there was a small fire, which illuminated the two women sitting by it.

"'Bout time," Jean Grey muttered as she flipped her long red hair out of her face.  
"Yeah," Jubilee agreed with a slight sigh. Both women where dressed for survival, like he was. They both wore khaki pants and grey shirts. Their hats lay at their sides, as did a series of compasses and maps. Clearly, the two of them had come more prepared than he had. "I thought he would've woken up when we moved him."

"What'n the hell are you two doing here?" Logan grunted as he rolled into a sitting position. Not that he wasn't pleased to see them, or that they where unwelcome company, but because he knew he hadn't been followed. He would have been able to hear their footsteps if they had been following them.

"Well, here's the thing," Jean said with a slight shrug. "I caught Jubilee trying to sneak into the wheel-well of your jet ten minutes before you left."

"You what?!" Logan half-roared as he glared at the Asian Mutant, who simply smiled weakly at him.

"I wanted to make sure you where gonna be okay," was all that she said, obviously hoping to avoid a lecture from him. As she spoke, the fire cracked, as a large piece of wood snapped in two. He took in a deep breath as he tried to calm himself down, knowing that her heart had been in the right place when she had made that decision.

"-and I agreed with her," Jean reasoned with a slight nod in Jubilee's direction. "But I knew you'd never agree to let us follow you. So we hung back, and took the two-seater after putting a tracker on your jet. We also figured," she continued as she motioned to the wide variety of gadgets at her side. "That you'd forget some things that might be useful." There, he knew she was right. He hadn't brought with him so much as a pen and paper, while they had several advanced field electronics that could monitor a great many different things.

"Now, care to tell us why you where moaning in the middle of the square?" Jubilee asked with a shrug, as she poked at the fire with a long stick. Both women blinked in his direction, obviously expecting an answer. An answer which he did not really have to give, as he knew that Jean would be able to force it out of him no matter what, using her potent telepathy. But, regardless, he gave in to their wishes.

"I was here," he sighed, more tom himself than anything. "The base was...attacked. Heavy-duty artillery bombarded the whole area. Hydra soldiers-"

"Hydra?" Jubilee blurted out loud, "aren't those the goons from World War Two? The ones who tried to end the world or some shit?" Jean ran her hand through her hair as the young mutant spoke, waiting her turn to speak. Obviously, she wasn't a large fan of Jubilee's attitude towards the whole situation. She seemed to be treating it like some sort of field trip, whereas the two older X-men knew that it was much more important than that. To Logan, it was everything in life. In fact, it was his life.

"Them," Logan grunted as he got back on his feet. "Now, I'm gonna go have another look around," he said as he began to make his way outside. Almost immediately, he heard Jubilee rush to her feet, and grab her pack. Clearly, she meant to join him on his search, which he would have rather completed alone, for the moment, at least. But he knew the girl very well, and knew that she wasn't one to take 'no' for an answer. So it was that he was followed outside, by the surprisingly off-balance Jubilee. He guessed that her eyes where not very used to the dark yet, a fact which he set in the back of his mind, when he next ran her through the Danger room.

"Professor," Jubilee said from behind him. "Wouldn't it be better to just wait until the morning? We would be able to see so much better and-"

"Stuff's fresh in my mind," Logan replied with a grunt. "And I've been waiting almost twenty years for this. I'm searching now." He finished before continuing his search along the path. He passed by the emblem etched into the ground, and contemplated reading it again, before deciding that his time would be better served exploring the rest of the camp. He was very careful to remain quiet, more out of habit than practicality. He slipped over rocks and trees as he searched for clues, fo rsings. He wanted something that would trigger another memory flashback.

"You saw...ow, rock...something else," Jubilee asked him as she stumbled along the path behind him. "when...tree...you where talking earlier. You where lying to us. Or...wall...at least not telling us the whole story. What-" He held up his hand, as he heard a branch snap to the far right. He already knew it wasn't Jubilee, because there where no branched that size for her to step on. And he also knew it wasn't Jean, out looking for them. Because she would have had to go around the other side of the compound in order to be at that position. "Prof?" Jubilee asked as she stepped closer.

"Someone's out there," he muttered as he crouched low to the ground, and took in a good sniff of the air. He could smell Jubilee's excessive hairspray, as well as the scented body wash she used. He could also smell animal droppings, feces, wet fur. All of them mixed in with a scent that he knew he had smelled before. He racked his brain as he tried to place it, knowing the answer lay somewhere in his past. He just needed to unlock it.

"Lo-!" Jubilee screamed, before her voice was muffled, and the scent became a hundred times stronger than before. He spun around and extended all six metal claws with a mighty SNIKT! and found himself face-to-face with a large man, who was at least six-and-a-half feet tall. Thick, rope-like muscles covered the man's entire body. He wore heavy-duty armour, the kind that only the very rich could afford. Two slabs of hardened steel covered his forearms, while the man's entire face seemed to be shrouded in a black helmet, not unlike what fighter pilots wore. Two men where at his side, and another was struggling to contain Jubilee. Fortunately, none of the other three seemed to be as well-built as the leader.  
As he prepared to lunge for the man's heart, the entire camp became illuminated in bright lights. Someone seemed to have maintained the power to the entire base, and renovated it with modern systems. Now, Logan could clearly make out the skull-and-snake crest on each of their uniforms. These men where definitely related to the men he saw in his memories. They where definitely Hydra soldiers.

"You're messing with the wrong guy," Logan snarled, as he lowered his stance, getting ready to strike, "bub. I'm gonna give you three-" The men took a step back, despite Jubilee's struggling. He could tell that she was one good tug away from breaking free. And that it was taking them both to hold her in pace. At that moment, if they weren't surrounded by thugs, he would have expressed how proud he was of her effort and her determination.

"_Well, well, well,"_ a voice said over a speaker. _"What do we have here? A little lost attack dog...come home! And look!"_ the voice, which sounded faintly familiar, taunted with a hint of glee. The kind that one had when they where speaking to someone much less intelligent than themselves. _"He's brought a friend for my men to play with!"_

"Who are you?" Logan roared, never taking his eyes off the man in the helmet.  
"_Don't you remember?"_ the voice replied with a sneer.

"I asked you a question," Logan growled in a deep tone. "And let her go," he finished, with a snarl.

"_But it's been so long since these men had such a pristine plaything..."_ the voice replied with a knowing tone of voice. _"You always did have a thing for the Squint-eyes, didn't you?"_  
"Who are you!" Logan bellowed, "Show yourself, or I'll gut every single-"

"_I have no doubt you will kill the grunts,"_ the voice replied with a sigh. _"Me, unfortunately, I'm on the other side of the country right now. You'd never be able to find me. Even if my personal bodyguard let you live."_

"You're gonna need a new one after-" Logan began.

"_I'll tell you what,"_ man said over the speakers. _"Just to be a good sport, I'll tell you that there is something waiting for you in the next building over. Something from your past. And if you managed to live for more than five minutes, I'll let you go get it and take it out of here. Your Gook friend, however..." _A loud yell cut the rest of the man's words off at the source, as a stone flew through the air and struck one of the soldiers in the skull. Another two rocks collided with the remaining regulars. Unfortunately, the final man, their leader actually managed to catch the rock that was flying in his direction with his bare hand, a feat which Logan would have never thought possible. But, he gave the man no time to congratulate himself, as Logan tackled him to the ground. Not wasting a second, he plunged his claws into the man's exposed neck, delivering a killing blow, before spinning himself around and grabbing the still-shocked Jubilee by the arm. Together, they sprinted away from the bodies, and Logan pulled her towards the building the man had mentioned.

To their left, Jean sprinted out of the darkness, shouldering her bag as she managed to catch up with them. From the dirt on her hands, Logan could tell that she was the one who had turned the harmless stones into lethal projectiles. He gave her a silent nod of thanks as they turned into the mentioned building, just in time to come face-to-face with a armoured soldier, who had obviously not been expecting them, as his weapon was down. He never got the chance to raise it, as Logan sliced it in two, along with cutting into the man's arm. A brief shriek escaped Jubilee's lips as she realized what he had done, but Logan had other things on his mind. He switched the interior light on, illuminating a well-used facility that was much larger that any of the others. It was easily the size of an aircraft hangar.

The first thing that he noticed was the wall of filing cabinets, which he rushed towards. The man had said that there was something from his past here, and he wasn't about to give up his search because of of a few thugs with guns. No, he had been looking for answers for two long to simply give up and go home.

"Ragh!" he roared as he tossed one of the cabinets over on it's side, finding it's contents to be utterly useless. Behind him, Jubilee and Jean searched desperately through the other cabinets, almost as fast as he did. He looked for names, names he would recognize. Rogers... Howlett... Parker... Wilson... Yoshida! He stopped at the name, remembering it's importance, and pulled out the corresponding file. He pulled it open, to reveal a picture of a young woman, of Japanese descent. Her full name was Mariko Yoshida. He remembered her face, she had been the one to treat him after he got back from his final mission.

_xxx_

"Logan-san!" Mariko laughed as the two of them walked hand-in-hand along the treeline, just outside the base's perimeter. It was nearing sunset, and he had just proposed that they sneak away from the base, and head towards the cliff, where they would be able to get a good view of the descending sun. Which, would also mean another court-martial for him, and possibly getting her fired if she was caught in the act.

"Well fine," Logan muttered with a large smile. "I guess there's no point in stayin' out here and-"

"I can think of a reason," Mariko said as she leaned her head against his shoulders.

_xxx_

"Logan, over here!" Those words snapped him out of the memory, and he turned to the side. Jean was on the opposite end of the hangar, and pointing towards an open door. Obviously, she had found something important inside. He slipped the folder into the bag he was carrying before making his way towards Jean, and the room which she was pointing towards. It was small, much much smaller that the hangar. It had concrete walls, and the temperature was much cooler than he would have expected. However, that was no the thing that he noticed right away about the room.

What he noticed was the young woman frozen in a block of ice.  
"We're taking her out of here," Logan barked as he noted that the ice was encased in a metal container, which was on wheels. He grabbed it by the handle, which was used to make transporting it easier, and pushed. He wheeled the block of ice out of the room, and into the hanger, only to be greeted by a unfriendly sight. The man with the pilot's helmet was back, still recovering from the wounds in his chest and neck. Logan looked at him in shock, as the man craned his neck to the side, ready for a fight. "Jean, get them outta here," Logan said as he extended his claws.

"Logan, we can-" the redheaded woman began to say.

"No," Logan snapped, "Now. Get Jubilee and the girl out of here. I'll see you back at the institute." He barked as he turned back towards the large man. He snapped out his arms into fighting positions, ready to take out the large man. He let his thoughts about the two women out of his mind, as they had no place in the middle of what was a sure to be a tough fight. He let out a deep breath as he centred himself, not worrying about what the girl in the block of ice meant.

Surprisingly, the man in the mask gave Logan a small nod, which he returned. He was glad to at least be facing a proper opponent, over a regular thug. There was a simple elegance to someone who did not hate their enemy, and understood that deep down, they where the same person inside. Even if only one of them would make it out alive.

"_Rarrgghh!" _Logan bellowed as he charged forward, keeping his body low to the ground as he did so. He caught the masked man in the gut with his shoulder, planning to bowl his feet out from underneath him. However, the man was unexpectedly strong, and managed to stay on his feet. The man retaliated with a strong double-fist strike to Logan's back. The feral mutant felt several ribs crack under the pressure, and that was something new to him. It took someone very strong to even make him bruise, so clearly this man had some enhancements, most likely genetic. Which was cause enough for Logan to drive his claws into the man's stomach mercilessly.

However, this did nothing to phase him, as the man simply grabbed Logan by the throat and tossed him across the hangar. This served as further proof that the man was at the very least another mutant. As Logan rolled back onto his feet, he noticed that the man's wounds had already healed. So, Logan charged headfirst into the fight once more, using a tested tactic of overwhelming his enemy before they could counter. However, his opponent was no fool, and was prepared. He managed to grab Logan's arm, twist it behind his back, and force him to the ground. In retaliation, Logan kicked out with his foot, sending the man to his knees. In the process, Logan heard his own shoulder pop out of place.

He rolled to the side, but his enemy was to quick, and was already on top of him, placing his strong hands around Logan's throat. They squeezed tight, forcing the air out of his lungs. Logan knew that he was immune to injuries of the flesh, such as knife wounds and bullet wounds. But he also knew that there where other ways to kill him, deprivation of air being at very the top of the list. So, not ready to die at that moment, Logan drove his claws into every place he could think of. The neck, the shoulder, the stomach. Nothing seemed to phase him in the slightest, even though blood spurted everywhere. Desperately, Logan hooked his fingers underneath the man's helmet, and tore it off.

_xxx_

"Logan!" A man's voice hollered as he drove up in a standard military truck. Logan, who was walking with Mariko at the time, turned to face the man, who had strong features. His jawline was rigid, and his shoulders where broad. He stood at six-and-a-half feet tall, full of muscle.

"'_Dr Parker'_ wants you back in the lab," he said with a wry grin across his face.

"Another round of blood tests, then?" Logan replied with a low drawl. "Tell him I'm busy," he said as he flicked his head to the side, indicating towards Mariko.

"Well," the man smirked as he hopped out of the truck. "I could always tell him that you've left the base, and-"

"You wouldn't dare," Logan replied as he folded his arms across his chest. "Not after what your favourite Corporal told me this morning."

"She told-?" The man stammered, before regaining his composure. "That's classified, soldier. I might forget that you said that if you agree to submit yourself to another round of testing. Of course," he continued as he looked around. "The base is rather big, and I might not have found you for another half an hour." the two men exchanged a nod, before the man got back in his truck and drove away, leaving Logan alone with Mariko once more.

_xxx_

"Logan!" those words rang out in is ears as a blinding light filled his eyes. The man who he had been fighting, the same man who was in his memory, lurched back as he clutched at his face, which was burning. One quick glance to the left confirmed that Jubilee stood there, rooted on the spot, with her hands stretched out. He figured that she must have used her powers to attempt to blind the man, only to go beyond what she could normally do. Usually, she was very in-control of her powers, but the desperation of the situation must have agitated her mind, and her concentration had slipped.

But he paid that fact no attention. Instead, he rushed to her side, and grabbed her by the arm. He pulled her out of the hangar, and into the brush. If his memory served him right at the moment, then he knew his jet was just ahead. Within a few minutes, he could see that he was right. And he could also see that the one Jean and Jubilee had rode in was just behind it. Absolutely no words needed to be exchanged as they made their escape. Logan only gave one final look back as he brought the jet into the air. Who was the woman with the baby? Who was the girl in the ice? Who was the masked warrior? For some reason, he felt a though he was leaving with more questions than answers.

_**A/n: I really hope I didn't give too much away here...**_

_**Up next: The world's worst billionaire becomes even more despicable. **_


End file.
